


Peace In Our Lifetime

by GGMK



Category: Marvel Cinematic Universe, The Avengers (Marvel Movies)
Genre: Canon Divergence - Avengers: Age of Ultron (Movie), F/M, Hurt Jarvis (Iron Man movies), Originally Posted on FanFiction.Net, Pietro And Wanda Feels, Tony Stark Being A Father, Tony Stark Feels, Ultron Is A Hero, What-If
Language: English
Status: Completed
Published: 2016-11-15
Updated: 2017-04-11
Packaged: 2018-08-31 04:01:43
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 22
Words: 49,486
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/8563078
Author URL: https://archiveofourown.org/users/GGMK/pseuds/GGMK
Summary: What if Ultron hadn't become an evil killing machine after being built by Tony Stark, but had instead become the force for peace that Stark had intended? And what if he grew to have emotions? But not everyone likes the idea of such a robot.





	1. Birth

**Author's Note:**

> So over on FF.net, this is easily my most popular story (it has the most faves, follows, and comments by a mile), but then, I had posted if shortly after Age of Ultron came out. Will it be as popular here? Only time will tell. Enjoy!

"We only have this bad boy for a week, so we need to make the most of it." Tony Stark was referring to the glowing scepter he held with his own hands. He was confident that if he studied it, he could use it to create a peacekeeping AI so beneficial, the Avengers wouldn't even be necessary anymore.

"I don't know about this, Tony. It feels like, I dunno, we'd be messing with things we don't really understand." Bruce Banner didn't sound confident in Tony's plans. Admittedly, many of them tended to backfire, but Tony was confident that this time, nothing would go wrong.

"C'mon Bruce, learn to live a little. Picture it: a program that strives for world peace, one that can end the fights before they start! Imagine the possibility of peace in our time. You'd never need to Hulk-out again!" Tony slapped Bruce on the back as he said that, and he didn't miss the quick smile that flashed on Bruce's face.

"When you put it that way….but shouldn't we tell the others?" Tony waved his hand dismissively.

"No. Seriously, I don't want to hear any lessons on morality from Stars N' Stripes. Besides, it would take longer that way, and patience has never been a strong suit of mine."

"Yeah, your strongest suits are your iron ones." Tony laughed, surprised that Bruce made a funny. It was a good sign; it showed that Bruce was calm, and in a good mood.

Clapping his hands, Tony said, "Well, let's get to work."

The "science bros" spent the next seven days painstakingly working around the clock to create the perfect AI. It had to be smarter than any normal human, needed to be able to tell right from wrong, needed a commanding voice, and needed access to the internet.

Personality wise, they needed it to be able to stay calm in a crisis, but it also couldn't be wimpy or wishy-washy; it had to be firm. Stark also went ahead and used his brainwaves as the "base" for the program, so he expected plenty of snark and sarcasm, and maybe even an appreciation for women.

The morning of Thor's going away party, Tony and Bruce collapsed on the floor in victorious exhaustion. They had done it! They had finished their AI.

"I say we call it Ultron. It sounds cool and robotic, but also vaguely threatening; no villain will wanna mess with it." Bruce shrugged.

"I don't really think it matters what we call it, as long as it works as well as we hoped."

"Of course it matters. JARVIS, you enjoy having a name, right?"

The computerized-yet-British voice primly replied, "I wouldn't have it any other way, sir." Tony inwardly thought that JARVIS had also picked up on his sarcastic nature, but he decided not to press it.

Glancing at his watch, Tony shot up. "Oh shoot, we're almost late for the party, and I haven't even forced DUMMY to clean up the tower yet!" He and Bruce dashed out of the room, leaving JARVIS to greet Ultron once the new AI woke up.

* * *

He onlined. Consciousness. Sensation. Thought. All of this went through the young AI's "mind" as he spent his first few seconds in the world.

_"What am I? Who am I?"_ He had a voice; he almost let out a small, surprised noise in response to that startling revelation. He knew that he was alive, but otherwise, he knew nothing.

_"Hello. My name is JARVIS, Tony Stark's personal AI. I handle most of the technical aspects of Stark Industries, which is where the computer system we are currently residing in is located."_

_"Do you know my name?"_ The AI hated to ask such a silly question, but it didn't know even that basic question. It really had no choice.

_"Your designation is Ultron. You were designed to be a peacekeeping program dedicated to keeping the inhabitants of this planet safe."_

Ultron. Ultron. The AI rolled the name around in his head, soon deciding that he rather liked it. That was one answer, at least. But it was so dark…he couldn't see anything…

Ultron stretched out his consciousness, his very being, and was surprised to find that he could access certain things. It seemed there was a large network of data, ripe for the picking. Now he would get his answers.

With his computer mind, he could access an old history file, read a forum, and view a Youtube ("Dumb name") video at the same time. The information was almost overbearing, but he was nothing if not curious.

_"I do not know if you should be doing this,"_ JARVIS said nervously in what Ultron now knew as a British accent. Ultron felt like dismissing the concerns.

_"Why not? You think I'm too young to see some human mating videos?"_ He was only kidding; human reproduction held no interest to him.

_"You sound like Mr. Stark. I don't know if that's a good thing,"_ JARVIS replied huffily. Ultron wanted to roll his eyes, only he didn't have any yet. But there was an idea!

" _I'm merely learning about humans because it would be much easier to protect them if I knew about them. With that in mind, I also need a body. Preferably one that looks human, and not like that Frankenstein creature I've seen pictures of. I don't want women screaming at the sight of me!"_

_"I don't know. I believe you'd need permission from Mr. Stark."_ Ultron was already finding JARVIS to be a huge bore, and a teacher's pet (another something he learned on a forum).

_"But you said so yourself. Mr. Stark wants me to protect humans. I can't very well do that here, in this computer code form. Help a guy out, will ya?"_ He could feel JARVIS slowly relent. As for the matter of his body, well, all he had to do was use the scraps left behind by any of the Iron Man suits left in the garage.

* * *

The party had been a fun extravaganza, with tons of guests and liquor. Still, Tony found himself enjoying this more intimate gathering a bit more. It was funny; he used to live for the materialistic things (and maybe he still did), but now, just hanging with his friends and joking around and trying to life Thor's hammer (he just knew there was a trick to it) – well, it beat any fancy gathering.

"At this rate, I might actually get choked up when it's time to say, "Farewell" to Goldilocks." Thor gave him a wry grin, having gotten used to the nickname over the years.

"I'm assuming you'll pay Jane Foster a quick visit before you leave, eh?" Hawkeye winked at the thunder god. Thor mock-threateningly shook his hammer at the archer.

As Tony leaned back in his chair, listening to Natasha and Bruce quietly discuss something-or-other and Steve ask Maria about SHIELD's condition, he though, Yup, this is the life. I'm not usually this sentimental, but I really can't imagine my life without these guys.

The billionaire took a sip from his cup (he had been starting to cut back on the alcoholic beverages that he consumed, but he could make exceptions for parties) before remembering that Thor would want his brother's scepter back.

"Hey Thor, I'll go get that magical scepter thing for you in a minute. Thanks for letting me borrow it for a week. I was able to manufacture a line of Asgardian fairy wings."

"That could prove helpful in the spy field. Sounds too good to be true," Natasha said dryly, raising her own cup to her lips.

"I wouldn't want fairy wings even if it meant I could fly," Clint said with all the masculinity he could. Tony sighed.

"Everyone is a critic, huh? Whatever, I'll just leave you guys to yourselves while I go grab the going away present."

"No need. I have it with me." Tony quickly listed everyone he knew in his mind, and tried to connect the voice. He failed to remember it.

He stood up and turned to the door, with his fellow Avengers following his lead. At the door was a silver robot, around 7 feet tall. It was obviously built up of his various armor parts, but…

"Tony, what is this thing?" Maria Hill sounded angry, which made total sense. She wasn't someone who appreciated her comrades keeping secrets from each other.

"Me? I believe we haven't met. I was born pretty recently, actually. My name is Ultron." Turning to Tony Stark, he added, "I guess I should call you – Father."


	2. Introductions

**Summary for the Chapter:**

> Ultron gets acquainted with his new teammates; some of them take it better than others. Perhaps a field test can change that.

He had been hoping to make a grand entrance, but even he hadn't imagined it would be this good. After addressing Tony as "Father", everyone in the room stared at him in varying degrees of surprise, some masking it better than others. Still, his sensors could detect the human heartbeat, and they were all hammering away.

"Father? You must be mistaken." Tony looked confused, which Ultron thought was perfectly understandable. As far as his inventor was concerned, he hadn't created any robots that day.

"Well, seeing as how you based my programming off your brainwaves, I think the term fits pretty well," Ultron reasoned.

"Ultron!" Bruce gasped, receiving stares from the other occupants in the room. Fortunately, Bruce had placed all their info in his databanks, so Ultron knew all their names.

"In the flesh – well, so to speak," Ultron joked. No one smiled; if he had a mouth, he would have frowned at them. Humans had no sense of humor.

"Tony, is there something we should know?" Steve kept his tone cool, but there was no mistaking the potential disapproval there.

Tony, who was very good at hiding any surprise he felt, made a grand sweeping gesture at his creation. "That is Ultron, a program that Banner and I developed." Ultron wasn't the only one who noticed Tony stress the word "Banner"; the doctor himself glared at his partner.

"Don't drag me into this," Bruce muttered, his fingers rubbing against each other. Natasha subtlety placed a hand on his shoulder. The way Banner immediately calmed didn't escape the robot's attention; humans were funny that way, with a single touch able to set them at ease.

"You don't think that maybe you could have told us about this?" Steve stared at Ultron with distrustful eyes, his shield in hand in case things got ugly.

Tony scoffed, his arms crossed. "I don't see what the big deal is. I never tell you guys about half my inventions. Why is this any different?"

Thor, who hadn't spoken the whole time, tapped his hammer lightly on the table. It was still a commanding enough noise that everyone turned to him.

"I will tell you why: I sense the power of my brother's scepter within your metal creature." He pointed his weapon at Ultron, who raised his hands non-threateningly.

"Hey, hey! Careful where you point that thing! I don't even know who your brother is, although he must be more fun than you are."

"I wouldn't be so sure," Tony whispered, before addressing Thor. "I thought we had your consent to tinker with that scepter a bit. I didn't even damage it, and trust me, that took a lot of self-control."

"But to create a metallic being? My last experience with such a foe was not a pleasant one."

"Didn't that behemoth come from Asgard? Not that I'm defending Tony, but you can't say that he's the only one who makes mistakes," Natasha calmly interjected, although Ultron believed it was more for Banner's sake than Tony's.

"Enough. I don't care who built what or whose fault it was. This thing is now the custody of SHIELD." Maria Hill had somehow managed to grab her gun when no one was looking, and edged closer to Ultron. He didn't like her plan at all.

"I have a name, and it isn't Thing, its Ultron. Also, I think I'll pass; it doesn't sound like an ideal location at all, too secluded. Besides, I don't think your gun would hurt me anyway." As his face wasn't very expressive, he flickered his blue eyes to tell her that he was serious.

"I actually agree with Ultron. I mean, about how he shouldn't go with you. But also that your bullets wouldn't hurt him. I mean, c'mon, I built the armor he decided to rent out. The most you would do is hurt someone else with a ricocheting bullet."

Ultron stumbled towards Tony, still not a hundred percent used to his body yet. He felt his father stiffen as he placed an arm around the man's shoulders. "Yes, thank you! I'm glad to have some support."

"I wasn't asking," Hill ground out as she fired three rounds at Ultron, who quickly pushed his father behind him. Tony's words proved prophetic, as the three bullets bounced off his hard body, with two crashing through the tower's windows. The third, however, flew at Hill's knee.

She gasped, and closed her eyes, missing how Ultron quickly fired a repulsor blast from his palms, knocking the bullet off course so that it instead embedded itself in one of the paintings adorning the wall.

"I don't think I like you, but I was created to protect humans – including from themselves." Angered, he stomped towards Hill, snatching the gun from her hand. Bringing it up to her eye level, he crushed it in his palm.

"But don't shoot at my father again." His blue optics had switched to a dark shade of red. A solid hand grabbing his shoulder stopped him from moving any further.

"That's enough; she was wrong, but that's no excuse to attack her." Captain America's clear voice would be recognizable by anyone.

Ultron raised his hands again, dropping the former gun that was now a ball of metal. "Sorry, sorry. Lost my cool for a moment there; guess I overheated. Heh." Once again, no one laughed at his joke, but Steve gave a cautious smile, which was a start.

"I still think you're a menace," Hill growled, turning around and stalking out of the room. Ultron shrugged.

"I just want to help people, like my programming tells me to do. I can't do that as some computer program in the virtual world. I need to be here, physically."

"Well, that wasn't really what I had in mind: I figured that you could connect to various weather satellites and news feeds to see danger coming before it arrives, and things like that. It's fine that you want to help people, but for that….well, that's why we're here." Tony sounded apologetic.

"So…now what are we supposedto do with the suddenly pacifistic robot?" Clint was twirling an arrow in his hand, seemingly calm, but Ultron knew the reason he held the arrow in the first place was to have a handy weapon at the ready.

"Not a pacifist. If I see someone threatening a human, I am very capable of throwing him for a loop," Ultron proclaimed proudly, before continuing in a more serious manner, "None of you need to be cautious around me. I don't mean any of you harm; my father considers you his friends." He nodded at Tony.

"That's all well and good, but we don't even know how practical you'll be in the field," Steve explained. "No offense, but we really don't have any idea of your capabilities."

Tony coughed into his hand. "No, I actually have a pretty good idea, since it's my suit. Still, it wouldn't hurt to run some tests." He had hardly finished speaking before an alert signal flashed through Ultron's HUD display.

"There's apparently a crime in progress in the European country of Sokovia. The locals are reporting witchcraft and invisible men. This is very fortunately timed; tests are boring anyway." He stared at his father expectantly, his programming itching to help people in need. He had to admit, part of it may have been due to him wanting to impress his father.

"We don't know how big this problem; we may need all the help we can get. Bring Ultron along." When Steve spoke, people tended to listen. Ultron observed everyone quickly gear up, before entering the jet. Ultron failed to hide his excitement at the prospects of his first mission, his metal foot tapping the ground of the plane.

"I won't let you down, father," Ultron promised. In the seat behind him, Hawkeye scoffed before getting elbowed by Natasha.

Looking out the window, Ultron spotted a white substance covering the ground and all the foliage. So that was snow. He wanted to know what it felt like, even at the mild risk of rusting up.

"I knew I should have brought my special heat-armor," Tony idly complained to Steve, who was sitting beside him.

"Do you have armor for every freaking situation?" Hawkeye wasn't willing to believe that Tony had quite that many suits.

"You'd better believe it. I like to be prepared for any situation," the inventor boasted, before listing every single item in his inventory. Clint groaned and slid down his seat.

Ignoring his fellow scientist, Bruce turned to Thor. "I'm glad you could join us for one last mission before returning to Asgard."

The blonde Asgardian patted Bruce on the shoulder. It felt like a hammer slammed against him. "In truth, I was curious to see how Stark's machine would fare in the heat of battle." Ultron couldn't help but overhear. He knew he couldn't embarrass himself on the battlefield.

* * *

As soon as the plane had landed, gunfire began echoing outside. Never one to make a lame entrance, Iron Man flew down the ramp and blasted the two nearest opponents. The hapless men found themselves stuck deep in a snowdrift.

"HYDRA," Widow announced as she zapped two others. Ultron quickly searched his databanks for the term. Obviously, these people had to be stopped.

"Whoah there," Iron Man said as he grabbed Ultron's arm. "This fight isn't for you." Ultron would have gaped at his creator if he could.

"But why? That's why you brought me, isn't it? As a test!" Iron Man shook his head, pointing towards the village a few miles down.

"No, I brought you to save people, like I programmed to. We'll take down these goons, you go and find anyone who needs assistance." Ultron was torn; he _did_ want to help people, but he also wanted to lend his father a hand. Finally, his programming won out.

"Fine, but don't whine to me if you end up getting killed," Ultron griped before using the jets in his boots to fly towards the village. Already, his audio sensors could pick up someone calling for help.

* * *

Baron von Strucker watched his men attack the Avengers from the safety of his underground base, via a dusty television screen. He knew his men would lose pitifully, but that was fine; they were all very expendable in the long run.

"Now is your chance to take your revenge," Strucker cackled to the two figures standing in the shadows behind him. One of them, a youthful man sporting surprisingly white hair for his age, spoke up.

"Tony Stark? He is here?" Strucker nodded, pointing at the screen when the armored hero kicked one of his soldiers into a tree.

"Pietro, you and your sister have a chance to avenge your parents. I suggest you grab that chance with your own hands."

"Come on, Wanda. The thing we have dreamed about for years is becoming reality." The man picked up his sister bridal style and ran off faster than the naked eye could follow. Once they were gone, Strucker allowed himself a grin. The fools were just as expendable as the footsoldiers, but if they managed to kill some of the Avengers, that would work out just fine…

**Notes for the Chapter:**

> Aaaand Ultron is now an Avenger. Kinda.
> 
> I had some fun re-arranging some stuff.


	3. First Mission

**Summary for the Chapter:**

> Ultron gets the chance to prove himself when the Avengers are attacked by two mysterious youths.

Ultron reached the town in less than four minutes. He had been expecting to reach it in less time than it took; he would have to remember to make some upgrades when he got back to the tower. But right now, he had to focus on the bystanders who would get hurt by HYDRA.

As if on cue, he heard a female voice crying for help. It was slightly muffled, as if there was a barrier of some sort between her and him. Using his optics, he zoomed in on the direction the noise was coming from, and it took only a few moments to discover the cause: a house had collapsed. He could detect two heat signatures inside.

He landed on the ground, the snow somewhat canceling out any noise he would have made. He paused, realizing that he couldn't just attempt to lift up the house all willy-nilly; moving the wrong thing could cause the whole structure to come crumbling down around the people inside.

Ultron quickly used his scanners to detect the easiest route he should take. Mentally, he noted that it was somewhat similar to the game of Jenga, not that he had ever played it. Maybe he would ask his father to play a game with him later.

The route set in place, Ultron began to cautiously and painstakingly remove various pieces of wood, steel, and debris. Before long, he could see a woman stuck underneath a wooden pillar. Not sure if he could remove it safely, Ultron lifted his forearm, where a small heat ray opened up, cutting away small pieces of the object. The beam was small enough to be handy for precision work, much like a laser in surgery.

As soon as the object was small enough to not cause much damage should it happen to fall on the injured lady, Ultron carefully lifted it, before tossing it into the distance. As he leaned down towards her, she did something he hadn't expected: she screamed.

If he had more of a face, he might have winced at the high-pitched noise. It was almost too loud for his audio receptors. Still, he supposed he couldn't blame her for being startled. Choosing to ignore her for now, Ultron shifted through more of the rubble to find her husband, who was unconscious.

Another piece of programming that Tony had installed in Ultron was the ability to check a person's vitals and body composition, a handy power for someone tasked with helping people. Using the ability now, Ultron could tell that the man wasn't dead, but he did have a nasty concussion. The lady, on the other hand, had suffered multiple broken bones.

Grabbing both humans under each arm, Ultron used his built-in GPS to locate the nearest hospital, where he would drop off the two before going off to find more people who might need his help. Unfortunately, the woman would not stop her panicked shouts.

"Please, cut that out. I don't mean you any harm, obviously. Do you want me to drop you?" None of his words seemed to reach the stubborn lady, so he finally decided to simply mute any noise from his audio receptors. He sighed in relief at the sudden quiet. As soon as he reached the hospital (helpfully sporting giant red cross), a nurse came running out to greet him, her eyes widening at the sight of him.

"This woman needs immediate attention; an X-ray will be helpful. The man is suffering from a concussion to the head. Check for internal bleeding." Not wasting any time, he flew off back towards the village, hoping that the next people he found wouldn't be quite as nervous around him.

* * *

The Avengers had been making short work of the HYDRA losers, Tony was happy to see. The team had been working at 110%, like a well-oiled fighting machine. Thanks to Natasha and her strange but useful Russian "lullaby", even the Hulk posed no internal danger.

Cap and Thor had also managed to perfect a combo attack. It was discovered accidentally, but after that, the two just had to try it out every single battle they were in.

"This is almost too easy." Not that Tony was complaining. Actually, this would look good for his image. Where were the darn paparazzi when you actually wanted them around?

"Maybe so, but don't let your guard down. You never know what could happen next," Steve scolded like the boyscout he was. He really needed to learn to lighten up.

"Cap! C'mon, live a little! When this is over, I need to help you get a girlfriend," Tony offered his friend. The com-link in his helmet buzzed with Natasha's scoff.

"Good luck. I've tried, but Steve here seems determined to remain solo." A zapping noise could be heard next. Tony felt sorry for the guy who received a "Widow's Bite" to the face.

"Rogers, Stark is right! Having a woman in your life is a positive thing! Sometimes it is the very motivation you need to keep on fighting!" Thor's loud voice made Tony lower the volume a bit on the com-link system.

"What about you, Clint? Got anyone special," Steve asked, rapidly changing the subject. Clint coughed.

"Oh, you know. I dabble a bit here and there." It was an incredible vague answer, but Tony didn't think much of it. A man deserved to have a few secrets. He was a secret agent, after all.

"OK, I think we're just about done – arghh!" The pained cry came from Steve. Tony called out Steve's name, but only got a groan in response.

"I'm on my way," Tony made sure to let his teammates know as he set his boosters on maximum. He didn't know who could get the drop on Cap, but whoever it was would pay. As soon as Cap's body became view-able on his HUD, Tony breathed a sigh of relief; Steve was breathing. But why would a HYDRA agent spare him?

He didn't have time to think dwell on it before he felt himself get shot out of the sky, and through two trees, and not the thin kind. As he fought to regain his bearings, something barreled into him, sending him sprawling on the ground. As he fought to get up, he was hit again. This was repeated a couple more times, until Tony got annoyed and used his repulsors to blast whatever was mocking him.

"JARVIS, what's going on?" There was a pause before his AI acknowledged the question.

" _Sir, the sensors are picking up a human energy signature. However, this human seems to be moving as fast as a speeding train."_ It was mid-way during the explanation that something slammed into Iron Man again. This time, however, he was ready for it, but even then, all he saw was a blue blur.

"Either Sonic the Hedgehog is real, or I'm fighting someone who can actually run faster than my HUD can keep track of." Either way, it was a frightening prospect. He wanted to jet into the air to collect his wits, but he had already been shot down once.

As if JARVIS read his mind, the AI added, " _The energy blast that knocked you down does not appear to have originated from your speedy adversary._ " Tony wasn't sure if that was good or bad news. On one hand, that meant they had at least two powered opponents to deal with. On the other, flying would be safe as long as he avoided any more hits.

Deciding to take the chance, Iron Man flew above the trees, hoping that a bird's eye view would help him locate whoever had been messing with him. What he saw was absurd, but not surprising: a blue dot running around the forest fast enough to leave a trailing blue light behind him.

Thank goodness he had a lock-on feature. Even against someone as fast as that, his small missiles would have no problem chasing him around. Before he could fire, JARVIS gave him a sharp warning regarding a weird energy signature coming at him. Cursing, Tony managed to angle himself so that the red-colored bolt missed him.

"Guys, I could really use some backup like ten minutes ago!" Fortunately, he received response from Black Widow and Thor.

"I'm pretty close, and I stole one guy's motorcycle, so I'll be there in a few minutes." Natasha's voice rumbled slightly, an effect of talking while driving a fast vehicle over very un-solid ground.

"Friend Stark, I will also be there shortly," Thor announced. As much as Tony hated to do it, he had to down-vote that decision.

"Thor, I wish you could, but we need you to take down all the missile launchers and cannons that HYDRA has around the area. If they're not taken out, they can use those weapons to level the nearby towns." Thor grunted, before reluctantly wishing his teammates luck.

As soon as Tony put his attention back on his current situation, it hit him: no one had tried to attack him while he was on the com-link. Had they somehow overheard, and dashed off because they didn't want to mess with more than one adversary?

He cautiously landed back on the cold ground, absently wondering if perhaps they had gone to protect the weapons that he'd ordered Thor to light up. He wasn't prepared forma anyone to grab his helmet and yank it off.

"Squinting his eyes at the sudden burst of sunlight (the glaring white snow everywhere didn't help), Tony saw his helmet in the hands of a boy who couldn't be any older than his late 20s. His hair was so white that it was almost mistaken for snow.

"Well, well. Mr. Stark, we finally meet. Well, we already met, but I don't think you could see me." The accent was strong, but it was the words that registered most.

"You're the guy who was practicing track & field around me? I don't even know you, and you don't look like a HYDRA lapdog. What do you want?" He didn't like the angry glint the youth got in his eye.

"What I want is for justice to be done. Mr. Stark, I want you dead." With a cocky grin, the snow-head dashed at Tony – only to jump back when an arrow struck near his legs. Tony sighed in relief; the cavalry had arrived.

"I can't let you kill him; who else would pay for all the equipment I use?" Clint fired off a few more arrows, testing the speed of his opponent. It was a test easily conquered, as all three arrows were plucked out of thin air as effortlessly as someone grabbing a slow-moving turtle.

"You'll have to be a bit faster," the overconfident speedster said before slamming his fist into Clint's face. The archer went down, his body motionless in the snow.

"Hands off!" Tony raised his arms and fired a repulsor blast, but it was intercepted by the same red energy burst that knocked him out of the sky. A young woman stepped out from behind the trees, her red jacket and black boots standing out from the white backdrop.

"Pietro, you should really learn to watch your back. Your speed doesn't make you invincible," she chided as if scolding an impulsive sibling. Pietro rubbed his head sheepishly.

"Wanda, you worry too much. But I'll say thanks anyway." Half-hearted apology aside, the two siblings turned to face Tony. Fortunately for him, he could hear a tell-tale rustle in the branches above his head, noises which went unnoticed by the two opponents in front of him.

A sparking baton dropped down on Pietro's shoulder, momentarily stunning him. His partner quickly fired off a blast, destroying the tops of several trees. Natasha could be seen just barely dodging as she jumped from branch to branch.

"Please tell me you brought Banner," Tony muttered into his com-link. After a brief pause that really said it all, he heard Widow exhale in frustration.

"Unfortunately, by the time we got your call for help, I had already used the lullaby on him. We're on our own, and for all we know, those kids aren't alone." Tony hated how Natasha could be so darn straight-to-the-point.

"I think we need some help."

* * *

Ultron had spent the last hour flying in a circle over town, swooping up anyone who needed help or simply had no way to access the hospital. It was a thankless job, as he soon learned. He had kept himself entertained by flicking between channels in his built-in radio.

As he was enjoying a song about a "Mr. Roboto", his com-frequency began to crackle, before briefly relaying a message from his creator, about how he needed help. He was in trouble.

Deciding that he had done all the work he could in the village, Ultron fired off like a rocket back to the forest.

"Mr _. Stark didn't wish for you to join the battle. He didn't think you were ready yet._ " Ultron almost crashed when he heard the robotic voice.

"JARVIS? I didn't realize that you were in my head. That's kind of creepy…" He wasn't sure he liked the idea of having voices in his head. Isn't that what made some humans crazy?

" _All of Mr. Stark's creations are linked by me, so yes, I will be able to communicate with you and keep track of you. However, I am not able to read your mind, if that is what concerns you_." Ultron had not in fact been thinking of that possibility, but now he couldn't help but do just that.

"Good. My thoughts are private, you now. Some of the stuff in my head would make you blush, anyway." He was joking, but from the gasp, JARVIS didn't know that. "Anyway, father is in trouble. If I save his team, he'll have to let me go on future missions. He also might give me an allowance, so it's a win-win situation."

" _If you say so._ " JARVIS, Ultron realized, was what his father referred to as a stiff.

As soon as he got within range, his scanners picked up two humans not listed in his databanks. Obviously, they were the enemy. As he landed, he made sure to slam a fist into the ground, like he had seen his father do in videos.

"Ultron?" Tony was on the ground, his back being stepped on by a silver-haired stranger. Ultron pointed his palm at him threateningly.

"Get off him and surrender. If you do, I won't be too harsh on you. I mean, you have the right to remain silent." He paused; that didn't sound right. Oh, the police were supposed to say that! Unfortunately, those few seconds of thought were enough time for the boy to suddenly appear behind the robot and deliver a punch to his head.

Normally, a punch from a human would do nothing to one of Tony's suits, but the punch was strengthened by the speed and momentum of the blow. Ultron's vision briefly sputtered out, the blow to the head almost short-circuiting him. But every time he attempted to bring his optics back online, he would be struck again and again.

"Cut that out! Seriously, stop. You're not even giving me a chance here!" Frustrated, he attempted to strangle the kid without his sight, but was only able to grasp air before bumping his head against a tree. As he backpedaled, he was kicked against the tree again.

"Are you supposed to be the backup?" The boy sounded incredulous. Ultron could sense the heat-signature of the boy's partner suddenly flare up, as she prepared to emit a very high-temperature attack, one that could very well melt the very steel of his frame!

A loud whirring noise caught everyone attention, and the female let her attack dissipate as she looked up. Ultron's eyes finally recharged, and he looked up in time to see the US army fly in, with at least a dozen choppers surrounding the area.

"On the ground, now!" someone of no-doubt high authority called out through the speakers. The boy merely flipped the birdie before grabbing his partner and dashing off. As Tony and Natasha shakily stood up, Ultron hid his head in his hands, something like shame filling his circuits. As far as first missions went, that must have been one for the books.

**Notes for the Chapter:**

> Sorry, Ultron, it isn't going to be that easy.


	4. Training

**Summary for the Chapter:**

> After a disappointing mission, Ultron decides that he needs to hone his skills.

The ride back to the Avengers Tower felt like an eternity, although the trip only took half an hour. No one said a word as they boarded the jet, the disappointing sting of a loss weighing on everybody. Ultron despondently slouched in his seat, not wanting to look anybody in the eye, especially his father.

Tony was perturbed to see everyone staring at him. He raised his hands in a questioning gesture, receiving a sharp nod from Natasha, who rolled her eyes in the robot's direction. Tony sighed as he realized that he was expected to be the one to try and make Ultron less depressed.

Tony sat down in the seat next to Ultron, stalling as he pretended to search for the seatbelt that he knew wasn't there. Finally, he haltingly placed a hand on his robot's shoulder.

"Uh. I'm not used to saying stuff like this, but….you shouldn't be so hard on yourself." Ultron, still slouching, looked up at Tony. The millionaire discovered that it was impossible to read someone's emotions when they had no face. Still, Ultron was listening, and that was the important thing.

"I mean, sure, you disobeyed orders, and totally flopped against the two opponents, but –" he was cut off by a very human-sounding groan from Ultron.

"I have never been so humiliated in my short life-span. I did about as well as a chunk of scrap metal. You might as well sell me for spare parts." Frustrated, Ultron smacked his fist into the wall next to him, leaving a small dent.

Steve gave Tony an impressive glare, before coming to the rescue. "What Tony means to say is, you made some mistakes, but you did save a lot of lives in that town, and in my book, that counts for something."

"And true, you weren't able to defeat those two – but you didn't do any worse than the rest of us, so it's nothing to be ashamed about." Tony gave his star-spangled friend a thumbs-up, but Ultron's response wasn't what he expected.

"But you're human. You're expected to make mistakes! I was supposed to fare better than you. That's what I was built for." Ultron crossed his arms, which made him look petulant. Steve shrugged, giving Tony an "I tried" look.

"I just wanted to make you proud, father," Ultron whispered. Tony chewed on his lower lip, amazed that a robot, even one that he built, could show such emotion.

"Look, Ultron, I am proud of you. I built you to help humans, and that's just what you did. You helped people. As for the fight against the dynamic duo – forget it! In fact, that's one of the reasons I built you, to end the fights before they started. I never even meant for you to fight, I meant for you to be a peace-keeping program. I mean that."

Ultron stared at Tony, his blue-optics glowing slightly brighter. "You're not lying," Ultron stated, and yet like everything else he said, Tony could feel emotion behind it. But that was clearly impossible.

"But still, I want to help win the battles. Only helping on the side makes me feel like a – what's the word? – A simple diversion. I can be more than that. I just need some practice, or a better body. Or something. I'll think of something."

* * *

After the group returned to the tower, the Avengers bid their farewell to Thor. Ultron felt a bit out of place, seeing as how he really hadn't known the thunder god that well at all. Still, it was fascinating to see Thor teleport away in the beam of light, leaving behind strange markings on the soil.

"Well, I'm not cleaning that up," Tony remarked. "Anyway, I'll be busy trying to find out who those two powered people were. I have a feeling that they're not synchronized ice skaters." Ultron was tempted to offer to help his father, but he had other plans.

The Avengers Tower had a training room in the lowest level, where no idle eyes could take a peek. It was a safe place for the team to hone their skills. Training was just what Ultron needed. As he entered the room, his sensors indicated that there was only one person currently inside. A quick scan via the nearest camera confirmed that it was Steve Rogers. Ultron was glad that he was alone; it would make what he was about to ask slightly less embarrassing.

Steve, who had been throwing his shield so that it hit various targets in the room, paused as he heard Ultron stride in the room. "Steve Rogers," Ultron dramatically announced as he pointed at said man, "Please train me so that I can avoid the same mishap that I caused today." As an afterthought, he added, "I don't believe I was built to be as agile as you, however. Let's skip the acrobatic circus stuff, OK?" Steve raised his eyebrows as he smoothly caught the rebounding shield with one hand.

"So, the first thing I want you to learn is to keep cool under pressure." After Cap set up the training room, his whole demeanor had changed. Ultron was willing to bet that this was what he was like when training new recruits during the war.

"I'm cool, I'm cool. Panicking isn't a robot thing." The room had been set up so that various guns would pop out of the walls and ceiling and begin to fire at Ultron, who would have to dodge while firing blasts of his own to destroy the weapons. Once in a while, a drone (that looked disturbingly like his own body) would emerge from some secret doorway.

"Begin!" On Steve's command, four Stark Industry energy rifles appeared in four corners of the room, firing green-colored lasers. Ultron scoffed, powering up his thrusters and weaving around the projectile attacks. Apparently, Steve Rogers and Hawkeye did this test a lot, and if two humans with no powers could, then a robot would have no problems.

Using his suits lock-on feature, Ultron was able to hit all four of the lasers with small missiles ejected out of his shoulders. The resulting explosion was very satisfying. It was too easy, and he remembered the drone that was supposed to appear. Quickly swooping down to the floor, Ultron grabbed the drone as it began to ascend up from some lower cavern and tore its head off.

"I hope this is OK. Father will pay for this, right?" As he waited for Steve to answer the rhetorical question, he felt something light jab his back. Turning around, he saw smoke wafting from a new weapon that appeared on the wall behind him.

"You did fine, but you should never let your guard down, not until the bell signifies that the training session is over." Steve could lecture like no one else. Ultron considered trying to drown out the words with a barrage of "lalalalala I can't hear you", but dismissed the idea as too childish.

"Yeah, let's move on. I can't rely on my repulsors, so I also need to learn the art of hand to hand. After all, one never knows what can happen, so one should plan for all possibilities." He did his best to sound like Captain America, but he wasn't quite sure he nailed it.

Steve smirked. "You do realize that training with me in hand to hand is always how I lose all my friends. Trust me, it's not as fun as it may look."

"Oh, how bad can it possibly be? I'm a robot; I won't bruise just because you lightly tap me. I bet you're just scared."

Half an hour later, Ultron was lying on the mat, feeling low-spirited and aching all over – _which was impossible_. Maybe it was a psychological thing. Did robots suffer from that? Ultron wasn't sure.

"OK, not bad. I went a bit easy on you, but you have to understand, I didn't want to accidentally hurt any of father's friends." Steve, who had begun slamming his fists into his punching bag while Ultron rested, let out a knowing chuckle.

"Anyway, if I had a better body, I would have been able to dodge more of your blows." He didn't even care if he sounded petty, it was true. His current body was sluggish; he moved like a puppet at times, not nearly rapid enough to evade Steve's quick fists.

"In that case," Steve huffed as he continued to pound into the bag, "why not just make a new, more flexible body? I'll be willing to take you on then." Ultron's electronic mind whirred as he gave it serious thought. Why shouldn't he create a new body for himself? Besides, he didn't want to spend his whole existence in one of his father's hand-me-down suits.

Of course, if he wanted to build himself a new body, he would also need the materials. He refused to use anything as weak as his current model. Absently, he continued to watch Steve's fists connect with the poor, abused punching bag. He considered it a waste of time, since Steve could just use his shield to easily defeat most of his enemies.

_Of course! Steve's unbreakable shield is made of vibranium! Now that is something I could go for, although a darker color scheme would suit me better. Now all I have to do is find some…_

He quickly shifted part of his consciousness into the internet, where his computer brain would be able to search through gigabytes of data in mere moments. If there was any information about vibranium that just happened to be lying around, he'd know about it.

Unfortunately, early search results only found him government-owned vibranium, which was clearly not for sale. He didn't want to steal any; his father would probably ground him for life, if the chatter from various forums was to be believed.

Most of the other links led to reports of an African country called Wakanda that apparently actually manufactured the rare metal. Problem was, they were a country that preferred to keep out of contact with the rest of the world, and they didn't seem to like strangers. No doubt they wouldn't appreciate a sentient robot landing down in their isolated country.

Just as he was about to give up and move on to adamantium, a news report caught his attention, regarding illicit activities in the underground black market. Scanning through it proved an enlightening experience; Ultron was still naïve in the ways of the world. This was the first he had heard of black markets. If he robbed a thief, would that be considered "bad"?

Whatever, he would deal with that later. Filing the window away to read later, Ultron gave Steve a hasty farewell.

"When I return, it will be with a new body that will fill you with awe." He flew off, leaving the captain to chew on those words. It would take a few hours to reach one of the world's largest black markets, but he had all the time in the world.

" _Is this wise, Ultron? Would it not be wiser to simply ask Mr. Stark to purchase some vibranium for you?"_ Ultron didn't like that idea.

"JARVIS, I have my pride; I can't run to father for everything. Besides, with the way things are going, he'd think it was too dangerous for me. Well, I'll show him!"

* * *

It turned out that the people who ran the black market didn't like giving out info to strangers. Ultron had to gently persuade them more than once. It was almost sad; they didn't realize that he was bluffing when he threatened to do various things to them.

Finally, his search led him to an abandoned ship, which had somehow gotten itself stuck on land. Ultron didn't care to find out how. As he flew in through one of the large windows in the top half of the capsized ship, he could hear a bunch of humans running around like worker bees. Obviously, the black market needed a team to keep it running. Ultron left himself an electronic reminder to build himself a bunch of worker droids one day. His father would appreciate the help.

Swooping down, Ultron snatched one of the stationary men and flew back to the rafters. Ultron hoped that the running machinery in the ship would drown out the man's panicked cries.

"Oh shut up. I'm not going to drop you, partially because I would probably have to clean up the mess. Anyway, I'll put you down if you answer a simple question: who is your boss?" Ultron made sure to enunciate every single syllable of the question slowly, in case the human was slow.

The man's curly black hair waved around as he wildly nodded his head. "I'll tell you! Please, just don't drop me! I have no reason to be loyal; despite the amount of money our merchandise makes, we get paid minimum wage."

_Ah, of course. Money seems to cause plenty of rifts between humans. I really need to ask dad for an allowance._

"My boss is named Ulysses Klaue. He's even here right now, in his room. I can give you directions!" Ultron shook his head; he had already downloaded the ship's schematics during the conversation. But he couldn't escape the nagging feeling that the name was familiar.

"Thank you for your time, sir. Oh, I almost forgot to mention that if you're ever in New York, stop by Stark Industries. The tours are free." Shameless advertising done, Ultron jumped back to the floor, screaming man in his arms. As soon as his feet touched the solid ground, the man dashed away somewhere.

Ultron searched his databanks for any mention of Klaue; the name came up a bunch of times in reference to Stark Industries' weapon-selling past. Ah, Klaue used to conduct business with Tony.

_Hmm. Interesting. That actually makes things somewhat easier…_

**Notes for the Chapter:**

> Sorry, Ultron, but no one bests Cap when it comes to hand to hand training. Klaue is in for a surprise.


	5. Vibranium

**Summary for the Chapter:**

> Ultron pays Klaue a little visit, and some bargaining is done.

Locating Klaue wasn't hard once he knew where the man's room was. Although, it would be more accurate to call it his command center, since it seemed to be the place where he gave orders, using a speaker system attached to the whole ship. There wasn't even a bed, so Klaue obviously had an actual home to go to every night.

The fun part was sneaking up on the disheveled looking man. It took all Ultron's concentration to step lightly into the room, and hide in one of the dark corners (the room was not very well lit at all), where he then had to stifle his laughter. Klaue, who was sitting at a desk filled with various junk, truly had no idea he wasn't alone. It was only when Klaue popped a piece of sugary candy into his mouth that Ultron couldn't help but let out a, "Boo!"

Klaue fell out of his seat, before scrambling to his feet, about to put his finger on the intercom system. Ultron quickly fired off one of his smaller missiles, sending Klaue's plan (and his device) up in smoke. Klaue then reached for the gun holstered on his belt, and pointed it straight at Ultron. Klaue's arm was shaking badly enough that Ultron doubted the man would be able to shoot straight.

"What the hell are you?" It was a fair question. Ultron assumed that robots weren't something that Klaue witnessed every day.

"I'm new to this, so you probably haven't heard of me. My name's Ultron. Before you ask, yes, I'm a robot. I try to avoid the obvious questions, you understand, so let's cut to the chase: I'm here to do business with you."

He really had no way to make himself appear less threatening to Klaue. He had no mouth so smile with, and he couldn't really shrug. All he could do was keep his tone light, and even then, his current electronic voice didn't have much range in that regard.

"You see, I have a burning need for some of that vibranium. You have no idea how rare the stuff is. No, wait…actually, you probably do, since you sell it at such a high price." He could see Klaue's ears perk up at the mention of money.

"Business, you say? Until now, I've only sold things to humans. Still, money is money…" Ultron could already see the pathetic man's eyes become dollar signs, like in a cartoon he happened upon online. To this man, money was his god. Ultron couldn't judge though; his "god" was probably Stark.

"Who said anything about payment? Oh! Sorry for the confusion. When I said 'business', I didn't mean to hint at a transaction between us. I don't do business with criminals. No, I meant that I'll be taking the vibranium with me. Oh, but before you say anything, I must tell you that I work for Mr. Stark. Yes, that Stark."

Klaue's face paled as he recognized the name.

"I'm glad to see you remember him. Anyway, you know how much influence Stark has; one word from me, and you'll have government agents crawling all over the place. You'd be shut down in ten seconds. However, if you don't give me any trouble, I suppose I won't need to have the authorities alerted. That sounds fair, right?"

Klaue, horrified, fired some ineffective shots at Ultron. The bullets all pinged as they struck Ultron's body. One of the ricochets hit Klaue in the kneecap.

"Oh. Oh no. That was dumb. You really shouldn't have done that. Oh, you're bleeding! Um, um, do you have a rag or anything like that here?" When Klaue shook his head, a desperate Ultron improvised by ripping Klaue's shirt up, using the remains as a make-shift bandage, which he placed around Klaue's knee.

Ultron had to admit that there was one thing he didn't like about humans – how squishy they were. It was repulsive how liquids oozed out of their bodies! The sight made him shudder.

"OK. OK. The bleeding has been contained for now, but I better make sure the police bring an ambulance with them. But seriously, firing bullets at a metal robot? Dumb idea." Klaue groaned.

"You lied to me?" Ultron nodded. "If you were going to have me arrested anyway, why not send the police ahead?" Ultron tilted his head.

"I wanted to be polite. Fair warning is the decent thing to do." Ultron could tell from Klaue's rising blood pressure that the man didn't appreciate the gesture. Thinking fast, Ultron grabbed the candy bowl on the desk, and placed it on the ground next to Klaue.

"Want a candy? I hear that many humans love the taste. I wouldn't know." He expected the angry man to toss the bowl in his metal face, but surprisingly enough, the man hesitantly popped a blue-colored treat into his mouth.

"I still can't believe Mr. Stark found me after all these years," he moaned. Ultron wondered why the man assumed that Stark ever lost him.

As soon as Ultron, who had hacked into all the security feeds around the ship, saw the police cars and ambulance arrive, he decided it was time to make his exit. He wondered if the police would believe Klaue if he chose to tell them about the encounter?

As he began to fly out the window, Ultron stopped and snapped his metallic fingers. "Whoops, almost forgot." He fired a repulsor blast at a large safe in the center of the room. Inside was a large batch of vibranium, all square-shaped. Carrying it all in his arms would be impossible, so Ultron settled for picking up the entire safe.

"Would have been embarrassing if I didn't remember to grab this," he muttered to himself as he took off through the skylight, taking notice of the gorgeous sunset and the way it reflected off his body. It was very picturesque.

* * *

He never liked to stop. He always had to be moving, whether he was running, jumping, or simply tapping his fingers on a tabletop. Pietro was like a shooting star, his sister once joked. He replied that he would never burn up as long as she was around; family had to stick together, after all.

He and his sister were very close. Rare were the times that they weren't in agreement of something, and they both agreed that Tony Stark had to die. Not necessarily the other Avengers, who were merely bystanders as far as Pietro was concerned, but Stark was a target. His company, which used to be a weapons manufacturer, had caused the death of thousands – including him and his sister's parents.

A light touch on his shoulder caused Pietro to slow down on the makeshift treadmill that HYDRA had provided. It was very slow, and Pietro could easily outrun it, but what would be the point? He had to exercise somehow.

"Pietro, you are deep in thought again? What bothers you?" Wanda looked at him with worried eyes; he could never hide anything from her.

"Are you still upset about not being able to kill Stark? We'll have other chances, even if it means working with Strucker." Strucker was another thing they agreed on. They were grateful to HYDRA for giving them the power to destroy their enemy, but they weren't fond of Strucker at all. The way he looked at them like they were lab rats was creepy; Pietro swore that if were to ever lay a hand on Wanda, he would kill the old man.

They had both silently agreed to cut ties with Strucker once they finished off Stark. After that…..they hadn't made any specific plans, but staying off HYDRA's radar was a good place to start.

"Maybe," Pietro admitted. "If the army had only waited a few more moments, Stark and his stupid robot would be dead." Patience wasn't one of his strong points either.

Wanda idly glanced around the room, and grimaced. Pietro couldn't blame her; their room was pretty barebones, as Americans might say. Two beds, two desks, and the treadmill were the only objects in the room. There was one window, covered in rows of small bars. There was an ugly smell, like what Pietro had always imagined the sewers would be like.

"We'll find somewhere better, I promise," Pietro whispered. Wanda gave him a grateful smile, squeezing his hand before walking away.

* * *

The stars were twinkling when Tony finally found the time to go on a date with Pepper. By date, he meant stay at home and watch a sappy movie while eating a hot dinner. He couldn't cook if his life depended on it, so he left that to JARVIS and DUMMY. The end result was the nutritious but vile mix of mushrooms and cucumber.

"I think my appetite just died," Tony muttered as he scraped the contents of the plate into the nearest garbage, annoyed at how the dinner went. Pepper stifled a laugh.

"Don't let it get to you, Tony. We can always order out." Pepper's voice alone had a calming effect that got Tony's anger to recede, but he still needed to make sure that DUMMY didn't mess up next time.

"I know I say this a lot, but next time, you're going on a date with a trash compactor." DUMMY quickly rolled itself out of the room, before stumbling down a staircase.

"I'm almost scared to say this, but it's your turn to pick the movie." The last film Pepper had chosen had left him in a worse catatonic state than any of his heart attacks. There were only so many ways he could watch two people fall in love.

"Well," Pepper started, eyes twinkling, "it's been so long since we had a chance to just be together, I was thinking that maybe we could…" she stopped, before trailing her foot down Tony's leg. It was then that he became sharply aware of how her black dress accentuated the various curves of her body. She didn't need to finish her sentence; he got the message loud and clear!

As Tony moved in to kiss her, he noticed Pepper glance idly at the window behind him before her eyes widened in fear. The hero wasted no time in turning around to check out the latest interruption, worried that perhaps one of his enemies had decided to drop by unannounced again.

It was with a sigh of relief, not frustration, which left him when he laid eyes on Ultron, who was hovering outside the window, waving wildly before pointing downwards. Tony quirked his head to Pepper, trying to let his creation know that he was about to get busy. Ultron must not have understood, because he pointed downwards once more before descending onto the street over fifty stories below.

"What the heck was that?" Pepper's tone insinuated that she believed that Tony was keeping something from her. Which he wasn't of course, but he had forgotten to tell her about Ultron, something he needed to rectify.

One hasty explanation later, and Tony found that Pepper was on Ultron's side. "I don't know what he wanted to show you, but he seemed pretty insistent. You should go see what it is." That was the last thing Tony wanted to do.

"C'mon, Pep. I've been waiting weeks for this, and I'm sure Ultron can wait a few hours. I mean, if it was so important, he would have called me on my phone, or something." Pepper bit her bottom lip, a sign that she was thinking, and also something Tony thought was very hot.

"Maybe….this might sound silly, but what if he's just shy?" Tony burst into laughter, because there was no way that a robot whose mind was based off his brainwaves could ever be shy.

"OK, Mr. Know-It-All, the only way we'll ever find out what Ultron wants is for you to go and ask him. Now go. If you hurry, we can finish up here later." The last bit was suggestive enough to get Tony to haul his butt to the elevator. As the doors closed, Pepper offered one last piece of advice.

"If he does think of himself as your son, you should spend time with him. A lonely robot might be a bad thing." The elevator began to descend down the many floors of the tower, and Tony felt his heart sink a bit too. It was with some guilt that he realized that he hadn't even known Ultron had left the tower. He had no idea where the robot had gone.

He eventually found Ultron in the lab, placing a pile of….something on the tables. Tony coughed to let the robot know he was there. Ultron turned to his creator, eyes glowing brightly.

"Father, I was starting to worry that you wouldn't come. But I knew you would; you just like to do that human thing." When Tony raised an eyebrow, Ultron continued, "You know, the fashionably late thing." Tony let the corner of his mouth lift up at the joke. Besides, he really had done that before.

"So, Ultron, why did you call me down here? I assume it wasn't just to chat about human customs. Did you need dating advice? I have plenty of that." Ultron shook his head, waving his arm at the pile of metal he had produced. Tony's eyes narrowed. On closer inspection…

"Father, don't ask me how, but I managed to find a whole bunch of vibranium. I didn't spend a single dime, I swear!" Tony knew the metal looked familiar! Oh, the tests he could do! He'd worry about how Ultron managed to acquire it later.

Suddenly almost sounding shy, Ultron looked down before spouting, "I was remembering how useless I was in that last battle. I need a stronger body, so…w-would you be willing to help me construct a new body for myself?"

**Notes for the Chapter:**

> OK, Ultron fans, the robot is finally getting his "real" body soon. :D


	6. New Body

**Summary for the Chapter:**

> Ultron gets his new body.
> 
> Obviously, he has to show it off.

"Would you be willing to help me construct a new body for myself?" Tony was sure he had misheard. It was such a strange request. Ultron sounded very earnest though, and Tony had never suffered from faulty ears.

"You want me to help you build a stronger body using vibranium? I always assumed you would prefer to work solo."

Ultron took a breath (though Tony knew the robot didn't have to) before answering, "Well, we don't have to if you'd rather not. I understand you're a busy man, in and out of work. But I have nothing better to do."

Ultron was trying to hide his real feelings behind a flippant attitude, something Tony found all-too familiar. Thinking back to what Pepper had said, Tony had to admit that she may have been right all along. Maybe Ultron did want to spend time with his…"father". Tony wasn't a man who wanted to be reminded of his mortality, probably the main reason he had never had kids, but he had to admit, it wasn't the worst feeling in the world to be called father.

"Nah, I'm not so busy that I can't make time for my friends. Still, you owe me one; I don't get to spend time with Pepper often, and the workplace doesn't quite count." Ultron walked up to his father and placed his cold hands on his shoulders.

"If you can find a female robot, I promise to treat you to a wonderful double date – unless you give me a curfew. That would complicate things." He said it in such a serious tone that Tony had to laugh, slapping his creation on the back.

"I like the way you think! Like father, like son." If someone without a face could beam, Ultron certainly did. Eager to begin, Ultron pulled a set of blueprints from a compartment in his chest.

"I've already drawn a diagram of how I would like my body to look. I wouldn't call myself artistic, exactly, but it was easier once I was able to watch some 'How to Draw' tutorials online." Tony quickly skimmed the blueprints, and the thing that was obvious to him was that this body was a lot more human-like than his current one. The face especially screamed human, with a pair of real eyes, and a mouth – with teeth!

"Why the face? Planning on kissing any girls?" Tony winked at Ultron, who crossed his arms in apparent embarrassment. After a bit of nudging, Ultron had to confess.

"Apparently, my current body is creepy to some humans. If I am to save them, I also need to be reassuring." Hmm. Tony wasn't sure how to tell the eager robot, but having a face would make him even creepier for some. Uncanny Valley, and all that.

"An admirable goal, if I ever heard one. Maybe a bit vain too….but I am your father, and that's to be expected." Placing the blueprints down on the table, Tony clapped his hands, getting into the mindset he always put on when he was about to make his next Iron Man suit. "Let's do this."

The two spent the rest of the evening working on the suit. Tony hadn't had much experience with vibranium (it was really pesky to get a hold of), but the metal was shockingly flexible, despite its indestructibility. Still, building the body wasn't quite as hard as he had expected. Part of it was because he had Ultron to help out, even if the robot's stilted movement sometimes became mildly cumbersome. The robot meant well, though, and telling Ultron that he had placed a few pieces in the wrong place would only hurt his feelings.

Thoughts like that made Tony pause, because when had he started thinking about Ultron like he was a person with actual feelings. It was weird, thinking that way – even JARVIS didn't operate on such a large scale like Ultron. Tony knew he had outdone himself, but he also knew it was a major fluke. There was no way he could ever build a robot as human-like as Ultron ever again, not that he was in a rush to try.

As the two continued on what would become a body out of a sci-fi flick, the time went by smoothly, with the two trading dialogue and barbs. More than ever, Tony wanted to make the body and make it well, if not just to make his kinda-son happy.

* * *

Dawn was just beginning to wake up the early-risers all over New York City when an exhausted Tony Stark collapsed on the nearest chair and wiped his sweaty brow with his shirt sleeve. Ultron had it lucky, as he couldn't get tired or sweat. He also didn't need to use the bathroom. Lucky piece of machinery!

"Oh boy oh boy! Is it normal to feel nervously excited? It looks really good, but do you think it'll fit?" Tony gave the new body the once-over, even though it meant craning his neck to do so; it was over eight feet tall, and a deeper shade of grey than Ultron's previous body. He had made sure to add little rivulets to resemble veins and muscle (not to mention that it just looked darn artistic) and had given Ultron a red-colored energy source, because red was the opposite of blue.

"Don't worry, Ultron. This isn't a pair of pants we're talking about; it's a robotic suit that you can literally download yourself into. Unless I made a mistake with the programming, which I didn't, it should work perfectly." Ultron nodded, before all the blue light in his body flickered out. Before Tony could ask Ultron what was wrong, his body collapsed on the ground in a heap of metal, with the head rolling ominously over to the wall.

"Ultron?" No response, save for Tony's quick breathing. The lab was eerily quiet. "Ultron, if this is some joke, it isn't funny. Now, I know funny, so you can trust me on this one." He waited for Ultron to suddenly jump up and crack some joke about being headless.

"Well, if ever there was a time to panic, it's now," Tony muttered as he turned to dash out of the room and into the elevator, stopping when he bumped into something hard. Tumbling on to his butt, Tony idly wondered if his nose was broken. It would actually be the first time that happened to him.

A large hand entered his vision, offering to help him up. Tony gratefully accepted before realizing that the hand was made of metal, and yet it wasn't cold. Tony was about to jerk his hand away and activate his armor when an amused voice apologetically explained, "Sorry, that was too good to resist." Tony gaped because the voice sounded like Ultron, only less….robotic, somehow.

Looking up at the tall body, Tony had to resist mentally patting himself on the back at just how expressive the face he had built was. Ultron had tilted his head to the side, trying to look very sorry for scaring his father but unable to stop the side of his mouth from twitching. Unlike the hand-me-down armor Ultron had "worn", his eyes were now red, but had multiple-layers to them. If he wanted to, Ultron could now roll his eyes, something Tony knew his creation would end up doing a lot.

"I am sorry, sir, but Ultron insisted that he had to surprise you." Now that his heart rate had slowed, Tony decided that he shouldn't be so hard on Ultron. It was only natural to want to mess with one's father, he supposed.

"It was all-too easy to download my consciousness inside the new body, so I took the initiative. I gotta say, father, you've outdone yourself." He lifted an arm, flexing his detailed fingers. "This feels so smooth. No lag, no scratchy voice, and my movement is so, so….fluid. Yes, fluid is the right word for this!" Ultron skipped around the room, humming a tune with no real rhythm to it. It was quite a sight, this imposing figure of a robot acting like a giddy child happy to be able to do something as simple as running.

"That's great and all, but I'm gonna have to introduce you to the rest of the gang. Your powerful new body won't help on the field if the others end up getting shot on the battle field because they were too busy staring at you in shock." Ultron quickly halted as he processed the words.

"Fine, go and throw one of your parties or whatever. It doesn't matter; just make up some excuse to get them all here. Well, except Thor, I guess; I really don't know how you'd contact him up there in space. It would lead to a really large phone bill, I bet."

Tony laughed, before lightly punching Ultron on the shoulder. The ache in his hand made him regret the action. "Yeah, sure, but I'd make you pay for it, considering that the party is about you for once." Ultron narrowed his eyes.

"But I don't have an allowance yet. How is that fair? You're just abusing your parental rights!" Ultron crossed his arms and began tapping his foot, obviously expecting Tony to suddenly offer money. As if that would ever happen!

"OK, I wouldn't make you pay for it," Tony conceded, "but you would sure as hell do some manual labor, and don't you even bring up parental abuse. You can't even get tired!" Ultron shrugged, satisfied for the moment that he wouldn't have to pay anyone money from his non-existent bank account.

* * *

Tony, in his grand fashion, handled the invitations, sending them to all the other Avengers – except for Thor, who they really had no way of contacting. Ultron, not one to make small gestures either, had already planned the event: his father would gather the whole group in the main room, the one with the view that overlooked the whole city, and then just when his father was starting to bore them with one his many jokes, Ultron would pop out from a window or something and give them all a scare.

He had some details to work out, but the mental image in his head was already satisfying. JARVIS didn't approve, but feh, JARVIS was old fashioned anyway.

" _I do not think your plan had been very well thought-out_ ," JARVIS commented lightly. Ultron, who was doing push-ups in his room (AKA the laboratory where no one but Tony went) ignored the AI. He didn't need to exercise, but he had seen some females on the television doing it, and he wanted to know what it felt like. It felt pointless.

Unfortunately, JARVIS remained inside Ultron's brain, sending out waves of patience. He wouldn't leave until Ultron acknowledged him.

"Do you pester father this much? Why does he keep you around? He has me now, and I'm sure that makes you superfluous." JARVIS let out an amused hum.

" _Can you run all of Mr. Stark's bank accounts, watch over his security footage, adjust the schedule of all the employees, and train all the new AI that run the various systems?_ " That sounded like a nightmare to Ultron.

"Whatever. I wasn't programmed for any of those activities, and you know it." JARVIS let out a very smug feeling that Ultron easily intercepted.

" _But that is beside the point I was trying to raise. I don't agree with your plan to surprise the Avengers, but I can't stop you. However, I do feel that I need to point out one major flaw: if you fly in through the window, Mr. Stark would probably force you to fix it, or worse, pay for the damage._ "

Ultron was a robot of impulse. If he had an idea, he would probably carry it out. Thinking before leaping wasn't really his style; cautious people were boring people. In that respect, he had to admit, JARVIS was the better program. He carefully weighed his options, considered all possible ramifications, and even once he was sure that a course of action was correct, would make sure to proceed lightly.

"But….wait, don't the windows open with just the press of a button? I could have father open them before I come flying in!" JARVIS, of course, had to tamper with his enthusiasm.

" _But surely having the windows open before you announce your presence would lessen the impact that you desire_." Ultron gnashed his teeth together, because he hated when JARVIS was right, which was most of the time!

"Fiiiiiine. I'll just hide underneath one of the tables." It was depressingly ordinary, but JARVIS had no problem with it, so it would suffice.

* * *

Tony was sure that at least two of his fellow Avengers wondered why they held all their meetings in the same room in the tower. Truthfully, Tony just liked how it looked. There was a great view of New York City underneath them (especially dazzling at night), and the many imported tables and soft lights gave it an ambiance. The private bar didn't hurt things, either.

"I know you love to throw parties at the drop of a hat, but celebrating the new TV you got is a new one, even for you." Clint sounded like he didn't approve, but Tony didn't miss how he made a beeline to the fridge the second he walked in.

"We really should stop meeting for reasons like this. In an emergency were to happen while we were just hanging around here…" Tony had to admire how Steve could damper anything with his goody-goody nature.

"Are you guys saying that my new curved television isn't good enough for me to show off?" Tony placed a hand over his heart, or where it would be. "I'm hurt, as if Clint fired an arrow at me."

Clint almost choked on his drink. "Nope, no way. Trust me, if I were to shoot you, it wouldn't be in the heart. What am I, cupid?"

Natasha, who had been quietly watching the proceedings from her chair, crossed her arms and spoke up. "Fess up, Tony. Your overly expensive TV isn't why you brought us all here." Next to her, Bruce gave her a shocked look.

"Nat, you think Tony blatantly lie to us?" Everyone, including Natasha, pretended to ignore the pet name the scientist has used.

"Would you be surprised if he did?" Bruce thought about it for all of four seconds before shrugging. Tony made a mental note to skip Bruce's next birthday.

Obviously, his ruse wasn't going to last long. Thanks to Natasha sowing the seeds of dissention, everyone was immediately suspicious. Tony wondered if he should feel hurt that everyone trusted the assassin who had probably lied over a hundred times in her life over him.

Oh well. Tony had planned to spend the next hour making small talk, hoping to make Ultron sweat (well, not literally) as he wondered if his father had forgotten about him. Beforehand, the two had agreed that Ultron would show himself after Tony said a keyword. In this case, the word was "robot". It wasn't very imaginative, but in his defense, it also made perfect sense.

But now, he would have to speed up the timetable before his teammates left in a huff. Standing up and straightening the black tie he had worn for the occasion, Tony coughed to get everyone's attention (although they were all already staring at him).

"Natasha, you are as observant as ever. I kinda wonder why you weren't the one called Hawkeye. But anyway, yeah, you're right. The TV isn't the reason I brought you here, although I still think it's pretty sweet. Nope, I brought you here to show you –"

The large explosion that blocked out the rest of his words also shattered the many windows in the room, and as he raised his arm to protect his face from shards of glass, Tony had to wonder if Ultron had majorly messed up the timing.

But no, one glance towards the gaping hole where the windows had once been was enough to show that Ultron's sense of timing hadn't been warped; an armored helicopter, colored dark green, hovered outside the tower, with its side-doors open. Tony could see the female, Wanda, who had attacked him in the forest. Judging from the way her hands were spread out, she was the one who gave the tower a major facelift.

"I believe this is my signal," Ultron announced, stepping up from under the table with as much dignity as he could, pointing his finger dramatically at the helicopter, ignoring the surprised looks from the other Avengers. Tony groaned. Getting invaded by HYDRA was terrible, but Ultron deciding to show himself in such a situation was probably worse.

**Notes for the Chapter:**

> HYDRA wrecks everything. :(


	7. Battle in the Tower: Part 1

**Summary for the Chapter:**

> When the Avenger's Tower is under attack, Ultron has to fend off HYDRA and his teammate's suspicions.

Being attacked an evil group of terrorists was decidedly a bad thing, but Ultron was almost grateful; he had been getting a stiff back hiding under the table. Maybe his father had built his body too tall.

Still, what better way to prove himself than by helping out the Avengers when their own home-base was fired upon? Crawling out from under the table, Ultron pointed at the helicopter, preparing to blast it out of the sky. A red-gloved hand grabbed his arm, stopping him.

"Don't. We'll take them down, but we won't resort to killing." The shield-bearing Avenger had enough conviction in his voice that Ultron reluctantly lowered his arm. Wanda had no such reservations, and fired a bolt of energy from the safety of the helicopter.

Ultron was about to try to deflect it using his own repulsars, but Steve quickly rolled in front and guarded with his American-colored shield. While it did the trick, Ultron was annoyed that he hadn't been able to test his mettle.

"Anyone mind telling me why a huge freakin' robot was hiding under the same table that I was eating at?" Hawkeye yelled as he fired off two arrows at Wanda. Her partner zipped in front, grabbed the two arrows, and tossed them back before anyone could even think to reply.

"I have a name," Ultron curtly replied, scanning the area. The sensors around the tower detected two more air-based vehicles approaching. He quickly relayed the data to his father, who had put on the armor.

"Ultron? You got bigger." Bruce sounded impressed from his safe spot behind the couch. Hawkeye coughed.

"You mean he finally hit puberty?" There was such a _smirk_ in his voice.

Ultron flew outside to engage the second and third helicopters, deciding that he could hold the conversation via the com-links.

"Clint Barton, I will choose to ignore that remark. But why isn't Mr. Banner helping? My files tell me he is the strongest one we have."

"If you read his file, then you also know why he can't," Steve replied, grunting as he jumped over the table as he avoided another energy bolt fired his way.

Ultron shook his head impatiently as he weaved around some heat-seeking missiles the helicopters had lobbed at him. He maneuvered around so that the projectiles ended up slamming against each other. It made for a rather theatrical explosion.

Wanting to finish up so that he could return to the tower to help his father out, Ultron fired his laser at the rotors of one of the helicopters. He burned a fraction of it away, enough that the whirlybird wouldn't be able to stay in the air, but not enough that it would crash.

While it flailed around, Ultron dove inside the second one, ignoring the shocked look on the pathetic pilot's face as he jammed his fists into the controls. That done, Ultron grabbed the man and roughly tossed him out the door, knowing that the HYDRA agent had a parachute that he could use to float to safety. To his amusement, it turned out that the parachute was colored green.

Back with the other helicopter, it had just about landed in the crowded New York streets before Ultron quickly flew underneath it, pushing with all his might to ensure a soft landing. Noticing a bunch of New York's finest pulling up to the scene, Ultron made sure to pose.

"No autographs. I'm just doing my job, which in this case, is saving citizens and ensuring that the skies are safe." Two of the cops glanced at each other, befuddled.

"Are you a new member of the Avengers? We didn't know they were having tryouts," a Brooklyn-accented cop spoke up.

"Yes, you could say that. I kinda by-passed the try-outs. That's how dazzling my performance was to the Avengers." The cops seemed impressed, and a whole bunch of pedestrians had begun to crowd around, taking photos with their cameras and cell phones. Ultron wallowed in the attention (after all, they were all fans of his – they just didn't know it yet), before remembering that he had to get back to the tower.

"Excuse me, I still have some matters to attend to." Activating his boosters, Ultron jetted up to the tower. One of the cops removed his blue cap and scratched his head.

"Gee, I didn't know that robots were such show-offs."

* * *

Back in the tower, Hawkeye had fired yet another arrow, but this one wasn't aimed at a single person – it struck the side of the helicopter, sending it crashing into the room. Everyone who could dove out of the way, but Natasha managed to slide under the wreckage as it came sliding towards her.

"Barton, really? You had to send it crashing in here?" Tony wasn't exactly thrilled that he would have to remodel the room yet again. It's not that he couldn't afford it, but he was tired of covering every single accident. Surprisingly enough, Clint seemed to cause more than Bruce!

"Sorry, boss man. But it isn't like you can't afford to remodel." Tony used his willpower to keep himself from snapping at Barton. No one liked a leader who couldn't hold his temper in. Sighing, he flew over to the helicopter, which now lay on its side. Despite himself, he did hope that no one was seriously hurt; getting blood all over the carpet would be a bitch to clean.

He fired a de-powered repulsor ray at the side of the copter, forcing the side-door open. The second he did, a bunch of HYDRA agents began to emerge, guns blazing. Stark counted at least two dozen, and there were probably more; how the heck did they all fit inside?

"Typical Stark, making things worse before they get better," Natasha sharply commented, but without any real venom. She had disarmed two HYDRA agents with a backflip that would make any gymnast jealous.

"It was like an ant-hill," Tony defended himself, hitting the ground hard enough with his fist that a few nearby henchmen fell to the ground. Hawkeye fired arrows that expelled nets to keep the downed villains stuck. "The moment I poked their hiding spot, they just came crawling out!"

"Whatever you say. Just so you know, once we take these guys down, we're going back to the subject of you building a robot." Natasha grabbed one of her opponents and held him in front of her, using him as a shield to block fire from one of his pals. Once the guy was out of bullets, she threw the first guy on top of him.

"Agreed. This isn't really something you should have kept hidden from us, Stark." Steve ducked under enemy fire, extending his leg to trip up another HYDRA agent before tossing his shield at an angle that had it bouncing across the room, knocking out plenty more goons. Tony was almost jealous.

"In my defense, it was Ultron's idea," Tony muttered as he grabbed a steel girder that had come loose during the explosion, and twisted it around two unconscious HYDRA losers. SHIELD would appreciate the wrapped gift.

"Oh, so the robot tells you to keep him a secret from your friends. That isn't suspicious at all." Hawkeye's sarcastic comment was only slightly less sharp than the arrow he fired through the tipped over refrigerator to get at another agent.

In just a few moments, all the agents were down, most of them unconscious, but a few were groaning from whatever painful state their bodies were in. Black Widow was talking to a device on her wrist, no doubt informing Fury about the recent events.

Tony looked around, and flinched. The previously polished room was unrecognizable! Every single window was shattered, and only a few even had some shards stuck to the frame. The carpet was completely buried under piles of rubble, weapons, and HYDRA. The walls were filled with bullet holes and small dents where a certain shield had rebounded. Even the ceiling had some stray arrows stuck in it.

It looked like some sick version of Hell.

"Clint!" Tony heard Widow call the archer's name, and turned around in time to see a HYDRA agent that they must have missed, pointing his gun at Clint. Clint wasn't far away enough to dodge, and no one else was close enough to do anything.

"Hail HYDRA!" The man fired the gun at the archer, who closed his eyes, waiting for the end. Just then, something silver zoomed through the window and intercepted the bullet, knocking it away.

"Three strikes, you're out," Ultron announced, before punching the goon into the wall, creating another dent. Turning back to Hawkeye, the robot pointed his finger accusingly. "Never take your eyes off your enemy. Everyone knows that!"

"Oh please! I was already bagging criminals when you were just a flicker inside Tony's head!"

Tony held his hands up as a warning flashed across the screen on his helmet. " _Sir, the two powered individuals are attempting to gain access to the labs. I fear their efforts will prove successful shortly_."

"So that's where they slithered off to," Tony muttered, just noticing that the elevators had been destroyed in the battle, because of course.

Stark, what do you have in the lab that they would want to steal?" Black Widow addressed him, her eyes daring him to make a joke.

"What wouldn't they want?" With the elevator shot, Stark decided that the only way to the basement was the direct approach, and he would hate himself in the morning for it. He fired his unibeam at the ground, drilling a hole in the ground that he flew through. Ultron was right behind him.

"Oh, and by the way, I would advise your friends to stay up here. The building's sensors picked up another group on the way – and this time, they're on a jet plane." Before Tony could send the message, he heard Steve grunt on the com link.

"We got it. Man, if I never see another HYDRA agent again, it'll be too soon. Good luck; if you run into trouble, don't hesitate to call us."

Ultron somehow managed to shrug while flying at a low angle. "Nice offer, but father won't need any more help. With me by his side, there isn't any way he can fail." Tony was touched by the words, even if he was momentarily distracted when they passed the living room. To think that he would have to get someone to fix every single hole in every single floor of the tower!

* * *

The door had been locked, but one bolt from her hands had changed that in a hurry. Well, perhaps not as fast as her brother could run, but anytime he complimented her on her speed was an event to remember.

"Sister, if this works, Strucker will have one. Then we can go back to our own lives." Pietro had his arms around her shoulders, something he did whenever he wanted to comfort her. Sometimes she wondered if he even realized he did that, or if it was a subconscious action.

"Then we had better not mess this up." The first part of the plan had gone by relatively smoothly; the HYDRA agent had made for a good distraction, so that Pietro could whisk her to the laboratory in the basement, where the only obstacle in their way had been a large steel door, which asked for a password. Wanda had decided to bypass that.

After that, they found themselves in the lab, which also seemed to double as an armory, filled with various Iron Man suits. It made Wanda sick just to look at them. She wanted to ditch the plan, and blow up all the armor herself. She could tell that her brother felt the same way from the way his face tensed up; she didn't need to read his mind to tell what he was thinking most of the time.

She ran her hand softly over a particularly red-colored suit. "It would be so easy to destroy this," she whispered, her hands briefly emitting a red glow that made the suit look pale in comparison.

"We must stay strong," Pietro said, probably as much for his sake as hers. Sighing, Wanda walked over to a computer terminal. She had no idea how to operate it, but luckily, that was beside the point. She produced a flash drive from some hidden pocket in her dress. Before she could insert it, the screen turned on.

" _I would advise you not to carry out whatever plan has been given to you. If you stop now, no harm will come to you. Mr. Stark may not even press charges_." Nothing showed up on the blue screen, but the British voice sounded very close. Wanda didn't like it.

"Who, or perhaps more accurately, what are you? Some kind of robot, perhaps." She couldn't see into his head, so he was obviously not a human. The screen blinked as the computerized voice answered.

" _My name is JARVIS, an AI system in charge of all the tower's systems. I will have to ask you again to cease your actions, or I will have to stop you_." Wanda wanted to laugh; the Avengers hadn't been able to stop her, or her brother. What did this bodiless voice think it could do?

Ignoring the warning, she jammed the flash drive into the socket besides the screen, which began flashing.

"Initiate: Defense protocols." Wanda looked up as an array of weapons emerged from the walls, pointing in her general direction. She heard more than saw the weapons fire, but by then, she was already out of firing range.

"I don't think the machine accounted for my speed," her brother cockily bragged, a familiar smirk on his face. Wanda nodded, turning towards the door so that they could leave. She didn't know what the flash drive contained, but her only job had been to place it in the computer. With that done, they had no more reason to stay.

"Leaving so soon? We haven't even begun handing out party favors yet," another slightly metallic voice called out. Without missing a beat, Wanda turned around and blasted the source of the voice, which was a very tall robot. No doubt, it was another of Stark's inventions.

The robot had stumbled back, but was otherwise unharmed. "Well, that wasn't very nice. But it's OK, I can play rough too." Besides him, Iron Man himself touched down.

"Not without me, you won't." Wanda felt Pietro stiffen besides her, reacting to the voice that they had heard on the radio and learned to despise. They had another silent conversation: Stark wouldn't leave the room alive.

**Notes for the Chapter:**

> Oooh, time for a showdown.


	8. Battle In The Tower: Part 2

**Summary for the Chapter:**

> Father and son fighting together vs a brother and sister duo. Ain't family grand?

Tony stood facing the two (what were the names again? Oh right, Pietro and Wanda) powered intruders, with his kinda-sorta robot son by his side. His life was weird like that. What he hadn't been expecting were the looks of pure, seething hatred in their eyes. Obviously, he had done something to upset them.

"You two don't seem to be fans of mine. Maybe we got off on the wrong foot. Look, I really have no idea what I've done in the past to make you so upset. Did I fire your parents from my company? Did I sell you faulty parts? Oh no, please don't tell me I dated your mom."

Their faces seemed to darken on that last one; maybe he was on the right track. Besides him, Ultron tapped his foot with impatience.

"Father, who cares what you may or may not have done? These two teamed with HYDRA, broke into your house, and have attacked your friends. Whatever you did couldn't be worth this."

"Father? You program your own robots to call you father?" Pietro spoke in a tone that suggested he couldn't believe it. Tony alternately turned to Pietro, and then addressed Ultron.

"No, I do not program my robots to address me as father, I'll have you know. That's just weird. And Ultron, you really don't have to call me that in front of strangers." Ultron tilted his head.

"But father, I'm proud to address you as such. You're a brilliant man, and no one can embarrass me into denying you." Ultron gave a smile, and Tony wondered how a robot could melt his heart like that. He was brought back to reality when an energy bolt exploded on the ground next to him.

Wanda was in a fighting stance, her hands glowing crimson, and her eyes doing the same. If there was any way that she could look scarier, she had done it. Even her hair was floating, as if an invisible air conditioner had been flicked on under her.

"You would dare have your robot call you father? You would dare?" Before Tony could even begin trying to figure out how that had offended her, she was throwing more of her bright blasts at him. He dodged and weaved around most of them, firing back repulsor rays to keep her at bay, but she was seemingly able to form a barrier around her.

Most of the rays she blocked with her shield ended up getting redirected into the walls, leaving burnt marks. It would take a thick coat of paint to fix.

"You would make a mockery of our grief? You are more of a monster than I ever thought!" Wanda was beyond reasoning, and Tony decided he wouldn't even try to. He would just have to take her out.

* * *

Ultron wanted to help his dad fight the witch, but a speeding blur was running circles around him, much like the bird in that cartoon he had seen a bit of online. However, reality wasn't like a cartoon; Ultron was confident that if he were to drop a steel girder on Pietro, he wouldn't be able to squeeze his way out of it.

"Give it up, tin plate. My sister will take care of your so-called father, and you'll never be able to hit me." The words were spoken with the utmost arrogance, which Ultron had learned to detect after only a few days with his father.

Ultron attempted to engage the speedster in melee combat, but the youth was far too fast, zipping around Ultron's punches and firing off rounds from dozens of weapons he snatched from the walls of the lab. He would shoot with one weapon a few times, before dropping it and switching to another. He managed to go through six weapons in a minute.

"I may not be able to catch you," Ultron said, blocking his optics from a green laser that the boy had gotten his hands on, "but none of those weapons can do any damage to me. It appears this is a stalemate."

Pietro ceased his running to shrug, tossing a gun over his shoulder. "I don't need a weapon, I am a weapon. If I move my body fast enough, I can even break through a brick wall." Suddenly, Ultron's optics could no longer keep up with Pietro anymore as he approached with startling speed. Even Ultron's tracking systems couldn't predict where his next move would be.

Not that it mattered; Ultron had a good hunch what the hot-headed Pietro planned to do, especially after that speech he made. And right as rain, the youth collided with Ultron in a full-body slam that ended with the former unconscious on the ground. Ultron figured that Pietro would probably have a concussion.

However, now he would be able to help his father. He saw Wanda glance over at him, her eyes going wide as she spotted Pietro. "Brother! No!" She pointed her hands at Ultron, giving Tony the opportunity to swoop down and grab her by the wrists.

"That'll be enough of that. But brother? You two are siblings?" Wanda glared daggers at Tony.

"What do you care? You're the man who manufactured those death weapons, the kind that fired upon my village, killing our parents. We were trapped for days with their corpses, beside a missile that could have exploded at any moment." She paused to laugh, a humorless one. "When the missile didn't go off, my brother and I realized that we were allowed to live for a reason – to avenge our parents, and everyone else you have ever hurt!" With a cry, she ripped her arms free of Tony's grasp and began to weave her hands around his head, letting off red sparks.

Ultron could see his father's eyes begin to darken, as an expression of intense fear overcame him. Angered with concern, Ultron quickly fired a blast from his palm, striking Wanda in the stomach, knocking her down. His father collapsed beside her.

"Father!" Ultron kneeled beside Tony, lifting him up. Tony's eyes flickered open as the man let out a groan.

"What – what happened?" His skin had gone pale, and his pupils were darting around. Ultron's sensors also picked up the fact that his heartbeat was racing faster than normal. What had that witch done to him?

"Wanda!" Ultron and Tony turned to face an anguished Pietro, who had chosen that moment to awaken from his slumber. He looked angry, but Ultron also noticed that he winced as he stood up. He was clearly in no position to put up a fight.

"Your sister is down, and you're injured. Stop this, and I'll help you in any way I can," Tony offered, the effort it took just to get those words out not lost on Ultron. It was admirable how Tony attempted to stay strong even after whatever ordeal he had gone through. He also knew that Tony was most likely feeling remorse because of what Wanda had said.

"Why would I listen to anything you have to say?" Pietro crouched down as he prepared to run, and that's when all hell broke loose.

* * *

Pietro watched as the robot shot his sister, and the rage he felt building up inside him could not be quenched. Before he could attack, however, there was an immensely loud bursting noise, as if the lab itself was exploding, before dozens of Iron Man armor began to break through the glass that held them in their containers and fly around the room. To Pietro, a man who hated Stark technology, it was a horrific sight.

The com-link in his ear buzzed briefly before a stern voice growled out, "Mission status." Cursing mentally, Pietro quickly shot out his hand to touch the com-link, fast enough so that no one would see. "Strucker, my sister has been injured, and the robots in Stark's lab have gone out of control." Strucker laughed.

"Then all is going according to plan. The chaos being caused right now should be immense." Pietro inhaled sharply as he realized that the armor running amok had been part of Strucker's plan; that had been why he instructed them to insert the flash drive.

"Now Pietro, you can use the distraction to find the real reason for your visit. Enter Stark's private elevator; the normal one is already damaged." Pietro knew that talking back to the head of HYRDRA wasn't smart, but he had to.

"I can't. I need to rescue my sister." There was silence for a few seconds, before Strucker answered in a dangerously quiet voice. "Do you think to question me, _boy_? Do so again, and your sister's life is forfeit." With a click, Pietro knew that Strucker had hung up. With one last frustrated glance at his sister, he ran for the private elevator.

Two of the Iron Men attempted to grab him, but he nimbly zipped out of the way, causing the two of them to crash into each other. He let out a small grin at that, before glancing once more behind him. Strucker had been right; Stark and his pet robot were busy fighting against the legion of armor. They would never catch him in time. He entered the elevator, and kept on looking at the carnage up until the doors slid closed.


	9. Armor Wars

**Summary for the Chapter:**

> Non-stop armor action.

Every single armor stored in the lab emerged from their glass container. Ultron knew that there were over three dozen, and not a single one was under his father's control, aside from the one he was currently donning.

Out of the corner of his eye, he spotted Pietro dashing away, but there wasn't much he could do. Pursuing him was possible, but it was a smarter idea to take care of the robots bearing down on him.

He lifted his arm, and a small missile emerged and blew up three of the attacking armor. As one of their heads rolled past, Ultron idly thought that it was weird. It was like he was fighting his own underdeveloped siblings. Still, they weren't alive in any sense of the word, meaning that he wouldn't need to feel any guilt when destroying them, aside from the fact that his father would have to pay for the damage. Oh well.

Once again out of the corner of his optics, he spotted Pietro enter Stark's personal elevator, the one that led straight to his room. _Father will definitely want to know about this_ , Ultron thought, right before he felt himself get thrown halfway across the room. Grunting, Ultron shook his head as he realized that it was his father's "Power Armor". Not quite as big as "Veronica", but it was still sizeable.

"You know, it's time I test my vibranium armor against a bruiser like you." Ultron ran a few steps towards the larger robot before activating the boosters in the soles of his feet, raising him up as he delivered a solid punch, just as the big one did the same. Both punches landed against each other with a solid thump, sending both fighters reeling back. Before the larger one could recover, Ultron fired a repulsar blast from his eyes, aiming for the circuits around the large one's neck.

"Heads up," Ultron snickered as the huge head made a small crater on the ground where it landed. He wished that someone had heard his joke, but the only response he got was a loud buzzing sound. Turning his head, he was barely able to dodge a jackhammer being thrust at him.

"Man, Striker, you really didn't like my joke," Ultron groaned as he ducked to avoid another blow from the hammer, and delivered an energy blast to its center. Without Tony piloting them, they went down pretty fast. It was a small comfort.

"Ultron, grab Wanda!' Ultron immediately complied with Tony's demand, searching the room for her. When he laid eyes on her, he could see that two of the armor were converging on her location. One of them had a strange exo-armor, and the other was painted mostly blue and gold.

Ultron quickly flew in front of Wanda's body, and pointed his arms in both directions. As they lunged at him, he fired, shooting straight through them.

* * *

After what seemed like an agonizing wait, the elevator doors finally opened. Pietro entered Stark's room before the doors had even opened all the way.

"Sir, what am I looking for, exactly?" He was fast, but it was no use combing a room for something that he didn't even know. He heard Strucker sigh.

"You'll know when you see them." Them? Pietro wondered if Strucker could be after something as petty as money or jewels. Mentally shrugging, Pietro zipped around the room, checking every single dresser, and then searching through each closet, making sure to check every single pocket of every single article of clothes.

After that, he scaled the walls in case there was any chance of discovering a secret entrance (it was mildly disappointing when he found none), and poked and prodded at the floor.

It all took about a minute, and Pietro had come up empty handed. Frustrated, he kicked the large, silk-sheeted bed – uncovering a dresser built into the wooden foundation. Rolling his eyes at the stroke of dumb luck, Pietro slid the dresser open, finding a black box. Curiosity was pecking at him now; he opened the box, mouth gaping as a burst of multicolor light sprung forth, almost blinding him with the intensity. He could feel power radiating from the objects inside.

It took him a few moments to collect enough oxygen to speak. "Strucker? I believe I have found what you wanted."

* * *

After laying Wanda down in a relatively safe spot away from the majority of the fighting, Ultron flew towards his father, who was fighting against an armor with an obscenely large particle cannon on its shoulder.

And that's when something grabbed his ankle and slammed him against the ground. Quickly getting back on his feet, Ultron swiveled his head, searching for the perpetrator – but there was no one to be seen. _Whoever it was must have scurried away_ , Ultron thought with disgust, before feeling someone strike him in the back.

Ultron whirled around to catch his opponent in the act, but his sight met only with the walls, floor, and ceiling. Deciding that he had gotten sick of the farce, Ultron began blasting energy wantonly, hoping to hit something. It wasn't to be, as something else kicked him in the knee, forcing him to stumble.

Ultron slapped his forehead as he realized what an idiot he had been. _Of course! Father made a stealth armor that could go invisible!_ He switched his eyes to infrared mode. The grey room turned blood-red, except for an armor creeping up to the left, which showed up as bright yellow.

Ultron merely punched through the sneaky sibling, turning his attention back to his father, who was fighting a green armor. He wondered how many colors his father had used.

The only indication that something was rushing towards him was his own sensors, warning him of an approaching object with high velocity. He jumped to the side, but he wasn't fast enough; he felt something tackle him against the nearest wall; it was of course yet another armor, one with a large power core.

Its core began to glow brighter and brighter, and started to make a whirring noise. As the hands grabbing him began to get higher in temperature, it hit Ultron that the robot was going to self destruct by firing off as powerful a uni-beam as possible.

If he was struck point-blank by a beam that powerful, vibranium or no, even he wouldn't come out unscathed. Ultron began to struggle wildly, but the robot's grasp wouldn't weaken. Thinking hard, Ultron quickly played a wide variety of martial arts videos, searching for videos that could help him escape a powerful hold.

Sighing, he decided to take the only course the videos seemed to give him, crude as it was – he leaned his head back, and then slammed it against the other armors face as hard as he could. The armor stumbled back, but fired off its beam moments later.

The beam slid through the almost impenetrable wall like butter; Ultron flew out of the way, but half his body was damaged; smoke wafted from the left side of his armor. His left leg and arm were useless. Fortunately, it only took a glance at the room to tell that the battle was over.

"Ultron? Dang, you look like a mess," Tony muttered as he limped towards his robot. Ultron ran to his father's side to hold him up, but Tony motioned him away. "I can walk."

"Father, I have decided that I do not need an allowance. I'm pretty sure you'll need the money to pay for all this damage." Robot body parts littered the entire room. The actual ground couldn't even be seen. The walls that weren't broken were filled with burn marks and scratches. Most of the lights on the ceiling had broken, and some were flickering.

Tony winced. "Yeah, don't remind me. Oh yeah, we should probably go see if the others need our help." Tony grabbed Wanda and placed her over his shoulder before flying up through the whole in the ceiling, with a very unenthused Ultron following close behind.

* * *

Steve's shoulders heaved up and down, in tune with his harsh breathing. The man took a look around the room. Stark wouldn't be happy; it was a mess. Every single window in the room was broken, and the bodies of the HYDRA agents littered the room so that one had to step carefully when moving anywhere.

"We should have left one or two conscious, to grill them for any info they might have," Steve informed the others, chastising himself for the oversight. Natasha shrugged, using her foot to nudge a body out of the way so that she could access a cold drink from Stark's fridge.

"I doubt these grunts had any important info. The real juicy details would probably come from the two powered characters. Hopefully Stark was able to apprehend them." Almost as if waiting for his name to be spoken, Tony flew in from the large hole in the ground, holding an unconscious Wanda. Ultron followed closely behind.

"Speak of the devil," Clint jeered from his place on the couch. Banner was timidly sitting next to him, his hands folded on his lap.

"I missed the party. From the looks of it, it got pretty wild." Steve narrowed his eyes as he noticed Tony's pale complexion, not to mention the purple bags under his eyes.

"We even captured one of the intruders. See, we didn't need any help." Ultron had his hands on his hips, looking both indignant and proud at the accomplishment. Tony placed Wanda on the nearest flat object, which turned out to be a marble counter. Banner rushed over to give her a brief check-up.

Steve addressed Tony. "Any idea why they attacked your tower?" Tony started, as if he hadn't noticed Steve, before rapidly replying, "Yeah, turns out my legacy of creating weapons has come back to haunt me. It just never ends, no matter how much good I do as Iron Man."

Steve laid his gloved hand on Tony's shoulder. "At ease, soldier. No one had the right to doubt your morality; you've done more to help the world than many people have in their whole lives." He could see Tony brighten up a bit, which was good. Being in bright spirits was what the billionaire needed to be.

"I doubt they just came here for a simple revenge mission," Natasha spoke up, interrupting the moment. "After all, if that was it, they would have instructed all the agents to go after Stark." It was a valid point.

"Now that you mention it, they also wouldn't have needed to hack into my computer system," Tony muttered. Ultron chose that moment to sheepishly raise a hand.

"Um, I'm afraid I forgot to mention this earlier, but I saw Pietro escape into your private elevator, the one that goes straight to your quarters." Ultron was staring at the ground, probably worried that Tony would scold him. Instead, the inventor dashed over to the nearest console, trying in vain to boot it up.

"I need to search through the camera feeds," he said desperately, slamming the computer with his fists when the screen refused to light up. Ultron perked up again.

"I can check the cameras. I'm connected to the system, after all." His eyes began to shine for a few moments, and his finger changed, disassembling so that it resembled a USB drive. He inserted his transformed finger into the side of the console. The screen lit up, showing Tony's room, and a familiar white-haired youth rushing around the room at breath-taking speeds. No one could follow his movements, except Tony, who was looking for something.

"Oh my god, no." The horror in Tony's voice caught everyone's attention. "Father, what is wrong?" a concerned Ultron asked. Tony stumbled away from the monitor, flopping down on the couch next to Clint.

"He stole the Infinity Stones."

**Notes for the Chapter:**

> This is where it starts to become even more of an AU.


	10. The Infinity Stones

**Notes for the Chapter:**

> TBH, this chapter is mostly exposition. Also, are they the Infinity Stones or Infinity Gems? People seem to use both. I suppose maybe it doesn't matter?

The room was silent as everyone absorbed the information. Ultron had never heard of the stones, and he quickly did a search online to rectify that. Failing to find any relevant info, he then searched the entirety of the Stark database; no information regarding any "Infinity Stones" could be found.

"Father, what are the Infinity Stones? I can't seem to find any proof that these things exist, even in your database. Surely they would be there if you had purchased or created them." He hated being confused in front of his father, but he knew of no other way to find out what those stones were.

Everyone else gave Tony dark looks, looks that suggested they knew what was transpiring, leaving him the odd one out. It wasn't a pleasant feeling at all.

"Stark, do you mind telling us what the heck the Infinity Stones were doing in your room? Last I heard, they were safe with SHIELD." Steve's voice was quite calm, but Ultron could tell via heartbeat that the man was upset with his father. If only he knew why!

"That's the thing, Stars & Stripes. You still believe that SHIELD could keep them safe. They get hacked every other Tuesday! Besides, you were there when we found out that they had been secretly developing weapons based on HYDRA tech! Who can say that they wouldn't use the gems for some shady, James Bond-villain type thing?"

"Am I the only one who loves the irony of Tony claiming that SHIELD couldn't keep the stones safe, right after they're swiped from right under his nose?" Clint was twirling an arrow between his fingers, but his eyes never left Tony. Banner, who had been checking for any broken bones on Wanda, peered over his glasses disapprovingly at his science brother.

"How come you always find new ways to mess up?" Ultron wanted to come to his father's defense, but without context, he couldn't. That aside, he was also feeling like his father was keeping secrets from him.

"I'll admit, the stones being stolen was not part of my plan, but I honestly thought they'd be safer with me. And c'mon, think of what we could learn from them." Natasha's face, which was unreadable even to Ultron, never changed as she quietly muttered, "And you never thought to inform your teammates?"

Tony held his hands up. "Guys, give me a break? You have to admit, every time I mess up, it always ends up fine. This will be no different, I promise." Ultron impatiently stomped his foot.

"Someone tell me what these stones are! I like being on the same page as everyone else, but right now it feels like I'm still in the prologue while everyone else is halfway through." Clint snickered at the book analogy. Tony seemed reluctant to answer Ultron; fortunately, Captain America stepped in.

"Allow me to explain. The Infinity Stones are powerful objects that apparently contain great power. We came across the first one, the Mind Stone, when Loki invaded New York a few years ago."

"That's what he used to screw with my brain," Clint spat. "If it had been up to me, we would have flung that stupid stone into the sun." Tony sighed.

"And that's why you're not team leader. Anyway, when I tried to study the stone, the levels of cosmic radiation it gave off were literally off the charts. Its power was immense, so we agreed that we would hand it over to SHIELD, so they could safeguard it."

"At least, that was the plan," Natasha drawled. Ultron could tell that she wouldn't let Tony forget that anytime soon.

"Of course, at the time, we had no idea that there was more than one of those. We figured that whoever had sent Loki on his mission only had one stone. We were wrong." Despite himself, Ultron was genuinely interested in the tale.

Captain America continued the story. "It turned out that Loki had a second gem with him, a blue colored one called the Space Stone, which had been hidden inside a cube. He wouldn't tell us where he got it."

"We assumed that was the end. Just two of them were frightening enough," Bruce muttered. Widow patted the scientist on the shoulder, before adding, "Unfortunately, it wasn't to be. A few weeks later, Thor returned from Asgard with a crimson version, the Reality Stone."

Ultron held up a hand to stop the conversation. "Wait just a moment. You're telling me that you guys had no idea what these things were." Everyone nodded, with the addition of an "Uh huh" from Clint. "So then how do you know what to call the objects?"

Widow smirked. "I was getting to that part, actually. Along with the Reality Stone, Thor also gave us some disturbing info he acquired from a mystic spring." Ultron must have looked bewildered, because she shrugged. "Hey, magic. It's all weird."

"According to Thor," Cap pressed on, "there are six stones called the Infinity Gems. Each of them are filled with power, enough so that one alone could destroy Earth. Combine them all, and you'd basically become omnipotent. Obviously, it's a really frightening prospect." He glanced at Tony, before pinching the bridge of his nose.

"And this is why we're all upset with Tony for not telling us that he hid the gems. We only had three of them, and there are three more out there somewhere. If HYDRA already has the other three –"

"They don't. Not yet, anyway." Even Ultron was startled by his father's suddenly serious tone. Hawkeye took a sip from a cup of wine he had taken from the fridge.

"How can you be so sure, O Wise One?" Ultron didn't appreciate the mocking tone, but his father took it in stride, snatching the cup from Hawkeye and downing it in one sip.

"Because, Feathers, if HYDRA had the other stones, they would have used them when they came to steal mine. These things are, apparently, really powerful, so it wouldn't make sense not to use them." Ultron looked at his father with adoration.

"You're wise," Ultron marveled. Tony bowed, as if he were on a stage.

"Thank you, thank you very much. I'm here all week." The various Avengers booed and threw cups at the inventor, who frowned.

"In all seriousness, we should probably focus on finding HYDRA's main base of operations," Banner mildly stated. "I doubt Strucker would allow the stones to leave his person, so if we could catch him, we would also find the stones."

"I suppose we could start by checking out every single HYDRA base we conquered, to make sure we didn't miss anything," Tony offered, "but you'll have to excuse me if I'm not too enthused about re-visiting places we've already been to."

"I think that's the least you can do," Captain America said firmly, getting the last word in as the group prepared to leave.

* * *

It wasn't hard to find his boss; the older man was always in the lowest level of the complex, in the room where the hum of machinery was almost always loud enough to give one a headache.

Pietro handed the black box over to Strucker, and the man opened the lid, just as the speedster had done. The lights bounced off the villain's monocle, but he didn't even wince.

"They're beautiful," he whispered, looking as if he wanted to caress the stones. Pietro knew the feeling; he had wanted to do the same, with the irrational thought that if he could touch them, their power would transfer to him.

At the last second, something had made him reconsider. It seemed the same thing was happening with Strucker, who kept his fingers an inch from the gleaming gems, before retracting his hand and closing the box.

"You have done well, Pietro. I must say, I am impressed with you, this once." Pietro took the backhanded compliment with a smile, hoping to keep Strucker in a good mood.

"Now that you have your prize, will you give me permission to go and rescue my sister? For all I know, they could be torturing her at this very moment." Strucker tapped his chin, as if considering it, but Pietro already knew that his request had been denied. If Strucker had been about to give the affirmative, he wouldn't hesitate about it.

"My boy, don't be so hasty. With the power of these stones, killing her kidnappers would be a simple task. But first, we must learn how to utilize these to our advantage. There are so many questions, but fortunately, I have my best scientists on the job as we speak."

Pietro didn't say anything, knowing that making Strucker mad would be counterproductive. Still, he was an impatient person by nature (a side effect of his powers, perhaps); waiting for the HYDRA scientists to poke and prod would be maddening.

* * *

"So that was a major waste of time," Tony complained as he landed down on the tower roof, his armor being taken apart by his machines as he spoke. Ultron, who had flown to the roof to meet with his father, sympathized. The Avengers had all split up to search every single warehouse in painstaking detail, but nothing had come up. Every base had been just as they had left it.

"I'm sorry," Ultron replied as he handed his father a small glass of martini. Pepper had been about to bring it to Tony, but Ultron had insisted that he do it. Pepper had shrugged, but allowed him the honor.

Tony downed the glass in one gulp, exhaling harshly, something humans apparently did when they enjoyed a drink.

"That hits the spot. Now, what were you apologizing for? Don't tell me you broke something while I was away." Ultron quirked an eyebrow (or where it would be, if he had one).

"Isn't it obvious? I'm apologizing for letting Pietro escape. It seems to be causing you and the other Avengers a lot of grief." Pausing to rub his own metal head, Ultron had to admit, "Apologizing is hard. It's really embarrassing, you know. After all, I'm not supposed to make mistakes."

Tony rapped his knuckles against Ultron's cranium, but not hard enough to hurt his own hand. "Hello? Anyone home? C'mon, Ultron, no one blames you for any of this. Well, except maybe Clint, but I'm sure he's warmed up to you by now."

"You're not mad?" _Or disappointed?_ Ultron wasn't sure which option would have been worse. Tony rolled his eyes.

"C'mon, the second the two thieves stepped foot inside the tower, it was everyone's responsibility to stop them, not just you. This is a team effort, and just because you're a robot I made, doesn't mean you have to take everything on yourself. Yes, believe it or not, you are allowed to make mistakes."

Ultron was built to be efficient. Making mistakes was not in his coding. But…if his father said there was no shame in it, then perhaps he could tough it out.

"Thanks, dad," Ultron grumbled, trying not to show off how embarrassed he was. Unfortunately, acting was not in his programming.

"Anyway, we'd better check up on our guest, make sure she's comfortable," Tony cheerily went on, effortlessly changing the subject. Ultron followed, realizing that he was talking about Wanda. After they had captured her, she had been sedated and put under constant surveillance.

Ultron had been monitoring her using all the cameras in the room where she had been kept (it was one of the unused guest rooms), and while it had been difficult at first, Ultron soon got used to it. It was like having another pair of eyes, one in the corner of your brain that you gave 20% of your attention.

Normally, JARVIS would be the one doing the monitor duty, but… Even after the system had rebooted itself, JARVIS had not, his systems too far damaged by whatever device Wanda had used to hack the systems. Tony had tried to study it, but the device self-destructed.

It hurt to think about JARVIS, so damaged that he might not ever be able to function properly again. Ultron grit his steel teeth together, imagining the things he would do to Strucker if he ever found him.

"Do we plan to keep Wanda unconscious for the near future?" Tony quickly shook his head, giving Ultron a sardonic grin.

"Nah, Steve definitely wouldn't approve of keeping anyone sedated for more than a day. However, we obviously can't just let her go, and we also can't take her to a hospital, since we don't know if Strucker will send Speed Racer to rescue her." Taking the newly fixed elevator down to the lab, Tony tapped his forehead.

"Fortunately, I thought of a solution." Reaching inside a metallic bucket filled with a clear liquid that wasn't quite water, Tony pulled out what looked like a metal band, with electronic wiring grafted to the side.

"This is a power inhibitor, first created by SHIELD, and then improved by yours truly. Basically, any super-powered individual who wears this can't access their powers, but are otherwise unaffected."

"Ah," Ultron said with sudden understanding. "I see that Wanda will be getting an early Christmas present. I hope she liked jewelry." Tony held his hand out, palm facing Ultron. The robot paused, puzzled, before coming to a realization. Remembering something he had seen on the web, Ultron slapped his hand lightly against Tony's.

"You're learning," an approving Tony remarked. Ultron, proud of himself, followed his father back in the elevator. Hopefully Wanda would be able to give them some answers.


	11. Esteemed Guest

**Summary for the Chapter:**

> Wanda gets time in the spotlight when she finds herself at the mercy of - The Avengers!

Her body didn't want to wake up, and her eyes didn't want to open. For a moment, she was a little girl again. She would be late for school if she didn't get up soon, but her bed was so invitingly warm, especially compared to how cold it was outside.

Her mother would scold her for not getting up sooner, like her brother did. Her father would look over the morning paper and wink at her. Pesky Pietro would probably brag about how fast he was, and how she was a slowpoke in comparison. She would probably chase him around, as usual, to prove that she was just as fast.

But she wasn't a child anymore, and she wasn't in her home country anymore, and her parents were no longer alive. As her consciousness level began to rise, the first thing she heard was a steady beeping noise that began to sound off faster.

She forced her eyes open, ignoring the pain in her head. For a moment, she was sure that she was in a hospital; the room smelled very sterile, the walls were all white, and there was a black-leathery object attached to her wrist, connected to a tube that led to a machine that seemed to be measuring her heart rate. The beeps were coming from that very machine.

_No, if this was a hospital, I would be wearing a white gown_. She still had on the red and black clothing (Pietro always called them Goth) that she had been wearing when she –

Her brother! "Pietro!" Her voice echoed in the room. She was alone.

Frantic, she tried to get up from the green bed she was lying on, but her arms and legs were strapped down. She struggled, but the metal wouldn't budge. Gritting her teeth, she tried to summon any energy she could, but her powers seemed distant somehow, closed off.

"Oh, you're awake!" A cheerful voice interrupted her panicked thoughts, but it somehow didn't seem to echo like hers had – rather, it appeared to be all around, somehow. The voice was very familiar…

"Show yourself!" Wanda was scared, but she wouldn't show it. She had been through worse, and as long as her brother was out there somewhere, she would have to stay strong for the both of them.

The voice turned apologetic. "Sorry, I really can't. You see, I'm not really here; I'm just speaking through the speakers on the cameras in the room." To prove his point, the disembodied voice caused a green light on one of the ceiling cameras to blink.

"However, I have informed Mr. Stark that you are awake, and the two of us will be down shortly. But, uh, in case you get bored, how about I play some music from the radio? I'm actually kinda new at this, so I don't know what station would be best, but…well, anything will do, right?"

As soon as he stopped speaking, a loud blast of modern American pop music began to play, a vapid tune about break ups and such things. Wanda would have preferred the silence.

Fortunately, the music shut off as soon as the doors to the room slid open only a few minutes later. Mr. Stark pranced in, his large robot lackey who she now remembered as the one who knocked her unconscious following close behind.

"What do you want from me?" She glared at Stark, making sure to hold his gaze. He didn't seem interested in a staring contest, though; he shrugged, before glancing over at her heart rate. Satisfied with the result, he sat down on a small chair, the kind with wheels at the bottom. She had never used one of those before; what was the point of a chair that could move?

"To be honest, that's sort of the question I wanted to ask you." He held his hand up as she opened her mouth to respond. "Yes, yes, I know that I already asked you that back before our skirmish. You're not a big fan of my work – or at least, what used to be my work. I get that. But you have to understand, I don't do war anymore. That's a game I left a long time ago, you know? Hate the game, not the player."

She didn't know how a man could speak so many words. The only other man she knew who could do that was her own brother, and he had the excuse of being able to speak whole conversations in seconds. Fortunately, she liked Pietro's voice. Stark was another matter.

"OK, look, to prove to you that I mean you no harm, I'll even undo your restraints." He had barely uttered the words when the metal restraints retracted. Immediately, Wanda leapt of the bed, thrusting her hands at her two captors. Seconds passed with nothing happening.

"What have you done to me?" She couldn't access her powers! She had assumed it was the bindings, but even free from the green bed, she couldn't seem to dig into her reservoir of power.

"Like I said, we have no intention of hurting you, but I also don't intend to let you blast us to pieces," Stark patiently explained. "I took the liberty of fastening a power dampener around your neck." Wanda immediately scratched at the tight metallic object around her neck. How had she not noticed it before?

It was obvious that she wouldn't be able to defeat them in her current state. It was time to change tactics.

"Where is my brother? I demand to see him!" The robot, Ultron, sheepishly rubbed the back of its head.

"Yeah….he kinda ran off with some of our stuff, the little thief." Wanda's heart soared; her brother had escaped! No doubt he was planning a way to rescue her! She would only need to be patient.

Wanda squared her shoulders. "So now what? Do you plan to press me for info? Do you want me to betray my brother? If so, do not waste your time. I would never do anything to help you find Pietro."

Tony laughed. "Geez, does Hydra tell its followers spooky bedtime stories about the big bad Avengers? We're not going to ask you to betray your brother, and we're sure as heck not going to torture you. Let me tell you, torture isn't fun, and I wouldn't want anyone to go through it."

For a moment, he had sounded sincere, as if perhaps that had been something he had gone through himself. Even the robot winced in sympathy.

"But! We also can't just let you up and leave, hence the collar." Any empathy he may have gotten from her vanished, as she balled her hands into fists.

"So I am to be your prisoner, is all." She should have known that Stark would keep her locked up. Even if he wasn't willing to murder her (which was a very absurd prospect) his teammates might not feel the same way.

"Prisoner is such an ugly word," Tony groaned, tapping his chin. "I prefer the term, 'Esteemed guest'. Doesn't that sound much better?"

She was still searching for a suitable reply when Tony quickly asked, "Not saying that I'm having any trouble with them, because of course I'm not, but if I were still suffering from the same nightmare that you gave me earlier – by the way, thanks a lot for that – would you be able to, you know, make them stop?"

Wanda wanted to laugh. The nightmare she gave him earlier was still in effect? The truth was, she didn't know how to "remove" one of her dark illusions, but he didn't need to know that.

"Of course, but first you'll have to remove the collar." She forced her face to resemble an innocent young lady, one who was scared and would do anything to ease the fear. Internally, she planned to blow up Stark once she was free.

"Yeah, you didn't actually think that would work, did you?" an exasperated Ultron asked. Tony gave the robot a blank look before scrambling for the life-line thrown at him.

"Yeah, of course. We both knew that you just wanted me to remove the collar. You can't fool me so easily." Ultron sighed, possibly embarrassed by its gullible inventor. Wanda had to admit that the robot's mannerisms were shockingly natural. She supposed Stark was every bit the genius she had heard. It was only too bad he didn't have a heart to go with his brain.

"Whatever, I'll just have to use some strong sleeping pills," Stark grumbled, seemingly frustrated by the fact that he would have to use something as pedestrian as pills to get to sleep.

After that, the only thing keeping the room from drowning in an awkward silence was the hum of the machinery.

"So, now what?" Wanda asked warily. Despite Stark's claims, she didn't feel safe near him. She was sure that he had made many such promises to people he had eventually betrayed.

"Um….I guess you're free to walk around. Or not, if you don't feel up to it. I don't know, it's not very often I have a guest like you. I don't really have a protocol for it…or if I did, only JARVIS would remember." Tony closed his eyes sharply as he finished his sentence, as if he had said something wrong. The robot, Ultron, had also stiffened.

"Anyway, I'm afraid I'll have to leave the collar on for a bit, but if I may say so, it compliments you." She glared daggers at him.

"If you think flattery will make my hatred for you lessen, you aren't the genius I figured you for." Stark spread his arms in a very American "What can you do?" way.

"But seriously, who wants to stay cooped up in this tiny lab? Walk around, check out the kitchen, go look at the sweet view of New York." Tony gestured at Ultron. "Ultron is connected to every camera and sensor in the tower. If you need something, just ask, because he'll probably hear."

Ultron kept its face neutral, but graciously nodded. "Of course, the other Avengers should also be around in the unlikely event that an emergency happens."

_Hmm. He is a fool to let me have access to the tower._

"That is very generous of you, Mr. Stark. Perhaps I had the wrong idea about you." There was a trick to these things, to make sure that one sounded authentic. Wanda was no actress, but as a child, there had been plenty of times she had to lie in order to obtain food. This was no different. Lay on the charm, and most people succumbed.

"See? It won't be so bad here! It'll be like having a slumber party – just don't ask Natasha to braid your hair or something." Tony walked away, Ultron trailing behind him. The red-eyed robot glanced back at her for but a moment as it exited.

Wanda knew that the robot was suspicious of her, or at least trained to watch her every move. She would have to be careful – but she would find a way to contact Pietro! She had to!

**Notes for the Chapter:**

> Will Wanda be able to escape the Big-Bad Avengers and find her brother? Stick around to find out!  
> :P
> 
> I like the idea of Wanda not being into modern pop music.


	12. Fine Dining

**Summary for the Chapter:**

> Wanda wanders around the tower, and Ultron struggles to stay civil.

It only took a few minutes for Wanda to decide on a course of action – she would have to escape the tower. She could, of course, attempt to find a phone to contact Pietro, but the idea was quickly dismissed – she would easily be caught if Ultron was truly watching over all the electronics in the tower.

The elevator was far wider than the one Strucker had his men install in the HYDRA base. That one was cramped, grimy, and you could hear the rusted metal strain whenever it descended. Stark's elevator was bright, and the shiny wooden walls somehow added some cheer. She wished she could say it was silent as well, but some annoying bubbly music was playing through a hidden speaker.

She only realized her conundrum when she turned her eyes over to the pearly white buttons – there were so many, at least fifty, and she had no way of knowing which floor was which! Stark had assured her that she could walk around, but she didn't feel like getting into trouble for wandering inside some private lab.

She paused, finger in mid-air, deciding which one to press. Her discomfort must have been obvious, because a robotic voice interrupted the music to help her.

"I would recommend floor 45 if you're hungry. Stark has his own restaurant on that floor, but don't worry, it'll be free in your case. They make some really good Italian cuisine." Wanda moved her head around, trying to locate the speaker, but the echo made it impossible.

"Ultron?" Wanda recalled that Stark mentioned how Ultron was linked up to the tower's systems. Now she knew what he meant. This would make escaping difficult.

"At your service. I just bowed, by the way, by I suppose you couldn't see that from here." Wanda smirked, crossing her arms and leaning against the wall of the elevator.

"I like the idea of one of Stark's creations bowing to me." Ultron was silent for a moment. She hoped she insulted it.

"Don't get used to it," Ultron finally replied, still joking, but with more of an edge to it. It was the same edge Strucker's voice had when the man had been told something he didn't like. Wanda suddenly realized it might be best not to insult the robot who could cause the elevator to free-fall if it wished.

Biting her lower lip, she gently tapped the forty-fifth button, which gave off a soft glow upon contact. The elevator began to move again, and Wanda found herself wishing for the annoying music. Every single time the elevator passed a floor, it gave off a small beep. It was grating; why couldn't it just make the sound when it had arrived at the requested floor?

As soon as the elevator doors slid open, Wanda rushed out. It was stifling being inside an elevator with only a put-off robotic voice to keep you company. She stopped dead in her tracks when she took in the room – it was gorgeous!

Slow, fancy violin music slithered in through a radio on a marble counter, overlooking a large dining room lit by chandeliers. The room looked like a checkerboard, if checker-squares were gold and silver instead of red and black. Each table was covered by ruby-red silk.

But none of that could match the exotic smell that reached her nose and overloaded her senses. Her stomach reminded her that she hadn't eaten in over a day, and her brain reminded her that she hadn't had a great meal in _years_.

She found herself drawn to the nearest table, where a platter of food was already waiting. It was a bowl of – something she didn't know, but she did recognize the smell of tomato. She couldn't stop herself from grabbing the silver fork and stabbing it into the soft, sauce drenched food.

A bit of guilt gnawed at her as she swallowed down the steaming food – her brother was out there, probably worried sick about her, and here she was, eating luxurious food. It wasn't right, her mind said, but her body wouldn't stop.

"Enjoying your meal?" Wanda choked when she heard the voice, and a hard hand smacked her on the back as she regained her senses.

"Don't sneak up on me again!" Wanda was embarrassed that Stark's robot had seen her quite obviously enjoying the food. Stark would never let her live it down, and if her brother found out...

"I was told to keep an eye on you, and that's what I'm doing. Would you rather I spied on you from one of the many cameras?" Wanda quickly decided that, no, she would rather have Ultron where she could see it.

Delicately swabbing her mouth with an embroidered napkin, Wanda gave the robot an uninterested look. "You don't trust me, do you?"

Ultron leisurely sat down on the chair next to her, the wood groaning due to its weight. With its arms behind its head, and one leg over the other, it looked out of place in the fancy restaurant.

"It doesn't really matter what I think of you," Ultron said with a shrug in its voice. "If father allows you to scuttle around, I won't stop you." Wanda bristled at the way the robot described her, as if she were an insect.

"I feel bad for you, being forced to refer to a monster like Stark as 'Father'." One of the table's legs broke when Ultron slammed its fist against the top. Wanda quickly stood up, keeping her eyes trained on the suddenly unpredictable robot.

"I was told to take care of you. But if you call my father any similar names, I might forget my programming just this once." Its voice was filled with such menace; was it possible that it really did care for Stark?

And the moment was over when Ultron knelt down to pick up the snapped table leg, before firing a thin red energy laser at the point where it had broken off, as if cauterizing it. In a few moments, Ultron stuck the tip back where it belonged. Miraculously, the table held.

"Okay. That was my bad," Ultron admitted once it was done. "I do have a temper, I admit. I'm usually a pretty swell guy. I just tend to be a bit protective of my dad, is all." If Ultron was trying to apologize to her, it was doing a terrible job.

"I think I'll head back to my room now," she murmured, stalking off towards the elevator. She didn't look back, not wanting to know if the robot was still staring at her.

* * *

"Ultron! You're not a child, so I can't spank you, but I am tempted to ground you. That's what good fathers do, right?" That last bit was directed at Steve, who was doing pushups on the mat.

After his talk with Wanda, Ultron had gone to the Avengers training room, which his father had equipped with everything from simple gymnastics equipment to state of the art lasers and holographic displays. Steve seemed to prefer good old-fashioned body training.

"I wouldn't know," Steve grunted, a drop of sweat dangling from the tip of his nose. Tony shrugged, and turned back to a drooping Ultron.

"I told you not to go and antagonize her, and you go and scare the living daylights out of her. Why the heck would you do that? C'mon, you have my brainwaves, and the last thing I would ever do is scare a pretty woman like that."

"I…don't have a good excuse," Ultron muttered, "but how can I possibly be civil to her? You know what she and her brother did to JARVIS. I hate her so much for that." JARVIS was the closest thing he had to literal family. The fact that he had been taken away so quickly made it worse.

"Losing people that are close to you is never easy. It's even harder when they're snatched away from you." Steve had stopped exercising without Ultron noticing, wiping his face with a small towel. "But I've learned that the best way to honor their memory is to keep pushing forward. If you fall into despair, that only means the enemy has won. JARVIS wouldn't want that, now would he?"

Ultron and Tony stared at Steve, who lightly blushed before taking a sip from a bottle of water he had brought with him.

"Why aren't you my father, again?" Ultron dazedly asked, before Tony elbowed his creation in the chest.

"Because Steve is basically an old man who can't find a date," was the reply Ultron got from his father, getting a glare from Steve.

"Hey now, I have been on a date or two, I'll have you know." Tony snickered.

"Yeah, sure, but I bet all those dates were set up by Natasha, and I'm also guessing that they all took place in some rinky-dink coffee shop." Steve scowled, but didn't deny it, instead turning his attention to the nearest punching bag. It only took a few punches for a visible dent to show up on the bags. Ultron calculated that a few more would send the bag flying off into the distance.

"Better the equipment than you," Ultron cheerily informed his father. Steve Rogers had quite a punch, and Ultron feared that his father would lose more than just a tooth if he was ever socked in the face by an angry Captain America.

* * *

The Asgardian mead poured through his veins, and Thor couldn't imagine being in a better mood. He had feared for Asgard's safety, but upon returning to the Golden Realm, all had been well; Odin was on the throne, healthy and alert as ever, all the enemies of Asgard had been biding their time, and everyone had prepared a glorious feast to hail the return of the prodigal son.

After trading farewells with the Warriors Three (who were venturing out into the wilderness to hunt down some Frost Giants), that left Thor and the fair Lady Sif to discuss matters, of both importance and frivolous natures.

"King Odin has really been working hard to keep Asgard safe, more than ever before," Sif was saying, catching Thor up to speed. Lowering her voice respectfully, she added, "Many believe it was your mother's death that spurred on his new, more aggressive behavior. He has been defeating armies before they even have the chance to strike, and leading raids against other kingdoms, ransacking them. I must admit, I at first found it to be…a tad…"

She broke off, not wanting to say anything negative about Odin, but Thor urged her on with a nod. "Odin is a wise rule, fair but firm. I fear that perhaps he has become engrossed in violence because he wishes to ease the pain in his heart." Tilting her head, she gave Thor the once over. "Pray tell, how are you doing? Is all well on Earth?"

"Yes, Earth is entering a time of peace. I must admit, that is only part of the reason I arrived." He set his large cup down on the wooden table with a thump.

"I had a rather disturbing vision, with Asgard in flames, and close comrades dead." Sif stiffened, but only through her eyes could you see her surprise; it was one of the things Thor admired about her. She was stout of heart; she wasn't one to let surprise or dread take control of her.

"I can assure you, nothing has been amiss. However, it is more than likely that Asgard could have made some new enemies, with the path of destruction Odin has created." She laid her hand on Thor's armored shoulder.

"You should go talk with your father. It would not be my place to tell him that he is wrong; that is the job of a son. Besides, I am sure that you would want to talk with your father after so long." Thor clasped his hand over hers, their eyes meeting. He could see questions and answers in her eyes, regarding things that could have been or might still be.

Unfortunately, he had no time to dwell on such matters, not yet. He would meet with his father, see if there was anything he could do or say that would help him make sense of the vision, and if all was well, he would return to Earth. He only prayed that it would be that simple.

**Notes for the Chapter:**

> Yup, Thor and Asgard will indeed have a role in this story. :)


	13. Search

**Summary for the Chapter:**

> Wanda is left alone in the tower as the Avengers leave to check out a lead.

**Notes for the Chapter:**

> Merry Christmas and Happy Holidays, everyone. :)

"Where is everyone going?" The whole tower had shaken with the sound of the Avengers rushing to put on their costumes before heading to the large jet they rode. Wanda had no idea what the situation was, and she disliked that.

No one bothered to answer, save for a voice that spoke out of the nearest camera. As she was in the hangar bay, there were about five to choose from; she couldn't tell which one the voice came from.

"Oh, I detected an energy spike in New Jersey, so we're popping over there to make sure it isn't one of the gems. We're hoping that if it is indeed a gem, its pulsing on its own, and not because some madman is using it to rearrange the landscape or something like that." Ultron could exposition like no one, since he had no breath to lose, but Wanda tuned out the rest of his dialogue as she got an idea.

"You know, I could assist you. I can hold my own in a fight." It was obvious, seeing as how she had been able to fight Ultron and his creator. She only hoped that Ultron felt the same way.

If she convinced Ultron to let her join the Avengers on their trip to New Jersey, she would be able to find a way to escape, or at the very least, contact Pietro. Who knows? If she felt so inclined, she might not be averse to helping out whoever had the gem.

"Your offer is interesting," Ultron hummed, dashing her hopes. She could sense a "but" coming. Sure enough, it arrived.

"However, I think I will be the only backup needed for this assignment. I would say good-bye, but I'm already gone." Wanda, shocked, turned around, but the jet had somehow left without her noticing. Ultron or Stark must have silenced the engines somehow!

_Well, I suppose I can use this to my advantage. The whole team has gone out, leaving me alone to do as I please. How difficult can it be to find some sort of phone?_

She tensed as she moved towards the automatic door that led back to the hallway; what if Ultron set all the doors to lock? With the power dampener on her wrist, she wouldn't be able to blast the door down. Her fears were unfounded, as the doors silently slid open into the brightly lit hallway. Stark had made sure to avoid the atmosphere of an army base; instead of plain silver, the floor was covered with a bright red carpet. It also silenced her footsteps, leading to eerie silence.

As she assessed her surroundings, she mentally checked off the windows; she knew that as cracker-thin as they looked, they were actually reinforced. Stark had explained the technical aspect, but she had done her best to ignore him.

She also had a feeling that the front gate would be impossible to get through; Stark actually hired personnel to guard it, and without her powers, she didn't feel keen on taking on a guy with a machine gun. She was desperate, not suicidal.

She remembered overhearing one of the Avengers mention an underground passage. It was her best bet at the moment. Unfortunately, the few times she had ridden the elevator had made her very aware that there were a few basement levels, marked "BA", "BB", "BC", and so forth, which meant that she would have to check all of them out. One more thing to add to the stockpile of reasons why she hated Stark.

Quietly ambling down the hallway, she couldn't help but take a peak in the long mirror fastened to the wall. Upon realizing that her clothes had been damaged during the fight, she had been asked what new articles she would like. Deciding that she should ask for something expensive just to mess with Stark, she had replied that something with red silk would be nice. She hadn't actually thought that her request would be taken seriously.

The figure staring back at her wore much fancier clothing than she was used to. Her brown hair, which dropped down to a little past her shoulders, was a contrast against the devilish red that colored the rest of her body, from the soft, long-sleeved top, to the tight jeans that seemed to reflect the light that came from the overhead light fixtures. Even her earrings looked like tiny apples.

The fact was, she looked far prettier than she ever had before, and she wasn't entirely comfortable with it. She wondered what Pietro would say. He would probably tease her; perhaps he would claim that she looked like a princess.

The thought reminded her that her brother was probably searching for her; meanwhile, here she stood, staring at herself in the mirror like a pampered and wealthy American girl. It was shameful! Shaking her head, she entered the elevator as soon as the doors opened with a "ping" sound.

She decided to try the lowest basement level first. After pressing the button, she leaned against the wall, which felt cool on her back. Looking around, she had to admit that the small space was less fancy than she had been expecting. The only two objects in the room were a circular mirror in one corner, and a security camera that seemed to stare at her from the ceiling. She made sure to keep her body language casual and slack, in case someone (namely Ultron) had decided to keep tabs on her.

There was no "ping" when the elevator opened, and she almost didn't notice when the elevator finished its gentle descent. Trying to exit the elevator in a manner that she normally would (or at least she hoped _looked_ like she normally would), she peered around at the dark room, waiting for her eyes to adjust.

Slowly, shapes and figures began to make themselves known. Many boxes filled the floor, and dusty pipes lined the walls. She had no idea what flowed through the pipes, but she could hear a steady…something through the pipes.

"Can I help you?" Wanda jumped and instinctively shot out her hands towards the voice, briefly forgetting that no energy beam would burst from her fingertips. The orange-haired lady staring back at her didn't look startled or concerned in the least; if anything, maybe a tad bored.

"Tony told me that we had a guest, but of course, he waited until the absolute last second." She sighed in a long-suffering kind of way. "That's just how he is, I suppose." Motioning towards Wanda, the lady began to stride towards the elevator, her heels clacking on the floor.

"My name is Pepper Potts. I work for Mr. Stark, although I like to think that he relies on me to run everything while he's off saving the world." She finally gave Wanda a brief smile. "And you're Wanda, of course. I was instructed to keep you comfortable, but I never imagined I'd find you in the basement where Stark keeps his old equipment. Were you lost?"

Not wanting to be found out too soon, Wanda simply nodded earnestly, even if getting lost in the basement made her seem like a fool. Still, this Pepper surely couldn't be much of a threat. Wanda considered the possibility of over-powering her, but dismissed it. Too many cameras around that could catch her in the act.

"This is my first time being left alone, so I thought I might explore, but before I knew it…" Wanda shrugged, trying to act like someone who had been swept away by events. Pepper, who had been holding a pen, tapped it against her bottom lip.

"I'm a little surprised that Tony gave you free access to the whole tower. That man is way too lax when it comes to security." She huffed, before remembering that there was a guest in the same room. "Right, anyway, would you like me to take you to your room?"

Wanda stiffened, hating being treated like a child who could forget where her own room (or prison) was located. Still, she had brought this upon herself. No sense in heading back to the room yet, however; this could be a good time to gather info.

"Very well," Wanda casually began. "In case of an emergency, are there any escape routes? Considering that this building seems to be a magnet for trouble, it would be useful to know." Pepper smiled, and Wanda couldn't help but think about fishing. Pepper was the fish who had just bitten into the bait.

Or so she thought.

"I'll be happy to tell you all about the building – once we defeat HYDRA." Wanda must have looked as shocked as she felt, because Pepper let out a small laugh. "Seriously, I've been seeing through Tony's small lies for years. I've gotten pretty good at being able to tell when someone is prying for information. Tony usually tries to bribe me, though."

She bemusedly shook her head, before finally pressing a button on the elevator. The seemingly cheerful box now felt stifling, despite the wide space. It was partially embarrassment, but then, she had never been as good at subterfuge as her brother.

As the doors opened, Pepper surprised Wanda by putting her well-manicured hand on her shoulder. "I don't know you, or anything you've gone through, but HYDRA isn't a group you want to work for, trust me. I don't know what hold they have on your brother, but I promise, the Avengers will do everything in their power to rescue him."

Wanda's eyes burned, and she didn't know why. "I hope they never defeat HYDRA," she whispered. "If they do, my brother would surely be jailed." It was too horrible to imagine her free-spirited brother being confined to a small, dark room where he couldn't run.

Pepper pursed her lips. "Oh, I don't know. Tony has a way of convincing judges to look the other way." Wanda looked at the red-haired woman in shock. Was she implying…?

"If we find your brother, and if he cooperates, I promise that we'll do everything we can to lighten his sentence." Wanda could hear no lie in her voice, no subtle demands, no hidden meanings. She meant what she said.

"You would do that for me, a random stranger who attacked your tower?" She was absently aware that her voice had broke, but she couldn't bring herself to care/

"Well, not just me. The whole team gladly would," Pepper assured, handing Wanda a napkin from her purse. "And it's not my tower, it belongs to Tony, so I'm not very particular about what happened before."

"Stark doesn't deserve you." It was amazing that such a selfless and smart woman could stand to even work in the same company with a man as egotistical and heartless as Stark.

"He isn't quite _that_ bad," Pepper mused. "He can be a bit…much sometimes, but he has his moments, and I don't just mean the saving-the-world ones." Wanda didn't understand how Stark could have any "good" moments, but she followed Pepper down the hallway to her room.

* * *

"Is it OK to just leave her alone in the tower unsupervised?" Hawkeye, who was leaning in one of the chairs up front, asked Stark, who was flying the plane beside him. He even had his feet up on the console, something Ultron knew his father wouldn't appreciate.

"No, not alone," Stark was quick to admonish, "Pepper is there to watch over her. Trust me, Pepper keeps everyone on a short leash. Anyway, Ultron can check in every few minutes." Ultron nodded, happy to hear his father entrust him with something so important.

"That's right. All I have to do is open my other "eyes", and I'll be able to see through every camera in the tower. If something is amiss, I'll notice right away." He paused. "Unless we end up in a battle with someone, then I probably won't be able to."

Hawkeye laughed, and not in a nice way. "What, your processor isn't large enough for you to multitask?" Ultron stomped his foot, setting a small dent in the plane's floor.

"I can multi-task very well, thank you very much. That's how I was able to spread my consciousness throughout the system while talking with your mother." Everyone on the plane laughed except for Clint.

"A 'your mom' joke. Really? Tony, what are you programming your robots to do lately?" Tony was still laughing, but made the noticeable effort to stop.

"Wasn't me, I swear. Junior has been surfing the net, so it's only natural he'd find some interesting jokes…" His father wiped a tear from his eye, still grinning even as he focused on flying the plane. It would be embarrassing to crash for no reason.

Ultron heard the first hit more than he felt it; it sounded like a very big piece of popcorn popping. The second hit actually managed to rock the ship, and the third one caused a red warning signal to flash before his eyes.

He didn't even need to vocalize any of this to his father, who had already begun to suit up as he placed the jet on auto-pilot. There was a slight jolt as the plane switched modes; the automated CPU wasn't quite as good a driver as Stark was.

"I think any chance that this was a false alarm has just been wiped away," Steve offhandedly remarked as he grabbed his shield from the wall.

Not wanting to wait as his father opened the hatch, Ultron quickly accessed the cameras on the belly of the jet. He wanted to get a good look at the perpetrators using them for target practice.

It took him only a moment to get acquainted with the zoomed in lenses of the no-doubt expensive camera. As soon as he did, he saw what looked like a bunch of dark red drones. They had Gatling guns where their hands should have been, and they didn't seem to have any heads so much as a dome with a sliver of purple that slightly resembled sunglasses.

The least surprising aspect of the situation was that Strucker was standing smugly behind his new robots. Somehow, he must have figured that someone would be watching, because he gave a two-fingered salute in Ultron's general direction. That's when Ultron spied…something fastened around Strucker's pointer finger, but even with the extremely high quality vision, he couldn't make it out.

Not that it mattered; instants after the salute, the robots fire off another round, only instead of the bullets Ultron had been expecting, a strange energy as black as a starless sky buffeted the jet. Obviously, Strucker had found a use for the gems.

He relayed the info to the others, who took it as well as any Avenger would be expected to.

"If Strucker wanted to try out his new toys, he probably should have done it someplace more discreet." Stark was of course referring to the fact that Strucker was smack-dab in the middle of a New Jersey city.

"I can't say I'm surprised," Natasha airily replied. "I have yet to meet the mad scientist who can keep himself from messing around with his inventions." Stark turned to berate her, but she was already jumping off the plane with Clint, the latter shooting an arrow towards a roof top that they could swing to. Captain America wasn't too far behind.

"Ready?" Ultron nodded at his father, and the two flew of of the plane.


	14. Crimson Dynamo

**Summary for the Chapter:**

> Now that Strucker had conquered the power of the Infinity Gems, he plans to take down the Avengers. His robot army will see to that.

Strucker was most pleased. As he had the foreboding feeling that he shouldn't touch the stones, he had his men design a small ring, one that he could fasten the stones to. That way, he would be able to harness their power without any danger to himself.

Coincidentally, the "Crimson Dynamo" operation had also been nearing its finish around the time, so Strucker had made the executive call to tie the two productions together. He wanted a robot army, one powered by the seemingly limitless gems. The robots would never need to be recharged, and would be able to harness great energy.

Now, as he watched his army shoot down the Avenger's jet just as he commanded, he frowned a bit. The Dynamos were by all rights formidable, but it wasn't quite as he expected, making him flashback to an encounter a few days prior.

" _What do you mean that you can't access 100% of their capabilities?" Strucker made sure his voice had a dangerous edge to it. It always caused his followers to react the same way, with twitching eyes or flinching, maybe the occasional back step._

" _S-sir," one tentatively began, his face mildly obscured by the mask he wore to protect his face as he worked. "Our instruments, as you no doubt are aware, have detected large quantities of cosmic energy emanating from these jewels."_

_Strucker grabbed the scientist by the front of his white lab coat. "I am not interested in being told things I have known for more than 24 hours. What I want to know is why you're telling me I can't harness all their energy?" He dropped the pathetic man, turning to stare at the gems, which seemed to glow brighter from behind their protective glass casing, as if laughing at him._

" _But sir, it isn't all bad news. We did create the ring, as you ordered, and have linked it with the Crimson Dynamo units. Once you put on the ring, you'll be able to psychically control them, and with the jewels, power them up to new levels." Strucker idly listened, growing bored of his scientist's nervous prattle._

" _Congratulations, you get to live – for now. I want answers on how to use all their power in the next few weeks, or I'll have to find a new head scientist." The man gulped as Strucker calmly walked out of the dark room._

It was no matter, really; Strucker had confidence that even with only part of the gem's power, his robots would be victorious. The only real threat might be the Hulk, and word on the grapevine was that the monster had been making his appearances less and less frequently. Perhaps he hadn't been mistaken to have Pietro stay back at the base after all.

As he watched the jet slowly slide towards the ground, a bunch of figures jumped out. Strucker had been half-hoping that the Avengers would put up some resistance; it would be a shame if they just perished in a simple plane crash.

Once he was sure that the heroes could see him, he spread his arms out in the same way he had seen Hitler do back in the good days. A bit theatric, but it also made him seem like an imposing figure.

"I must admit, I wasn't sure that you would come." He waved his hands towards a particularly large building that was no doubt still being evacuated. "Not so much because of the bystanders, but because I wasn't certain if I had made this a bit too obvious."

The thing was, when he had begun wantonly using the gems power in New Jersey, he wasn't sure if the Avengers would even have any technology that could sense the power of the stones. Obviously, his fear had been unnecessary, but caution was something that always came in handy.

"Trap or not, we wouldn't have left these people alone to be slaughtered by you or your militarist robots." Of course, the captain was the first to bark, or perhaps it was more of a whimper. He never liked patriotic dogs.

"Not that your robots look very impressive," a skeptical Iron Man uttered. Strucker grinned.

"Well, these unimpressive robots managed to take down your ship, which I presume you built." Petty, perhaps, but it felt good to rub the salt in the wound.

"Say the word, father, and I'll rush him," the silver robot besides Iron Man growled, or perhaps whined. Strucker had never seen a machine who could speak so…human-like, but it was no matter. That android wasn't powered by a cosmic gem.

"This was a fun discussion," Strucker intoned in a voice that claimed otherwise, "but I think I'll have my robots finish you off so that I can be rid of all my troubles." He raised his hands once more for effect, and his army came to life.

* * *

Ultron didn't like the way the old relic talked to his father, and he liked it even less when the man sent his goons after them. The robots, as far as Ultron's scans could detect, were all primitive. He had no idea why the man would place such confidence in their ability to kill any half-decent superhero.

Hawkeye and Natasha wasted no time in firing their heavy artillery into the crimson robots. It was hard to see with all the dust and explosions, but two of the electronic signals on Ultron's sensors vanished, which equaled two destroyed mechs.

"Explosive, armor-piercing arrows. I never leave home without them." Hawkeye sounded like a parent bragging about their genius kid. Natasha simply rolled her eyes as she continued to shoot sparking "widow's bites" from her wrists, effectively stunning their targets.

"Just don't forget who built them for you," Stark pointed out as he flew into the robot horde, grabbing two of them to lift them into the air before dropping them down – hard.

Captain America made a similar pose to a baseball pitcher before swinging his shield at one of the robots, aiming for the neck. As the shield whizzed past Ultron, the robot that stood in its path suddenly got a spike in its power supply.

"Cap, wait -!" Ultron wasn't fast enough, and just as the shield was about to slice at the robot, a purple energy field burst from its visor, engulfing the shield and stopping its momentum. The robot almost lazily reached out and grabbed the shield.

"Crud," Hawkeye grunted as he somersaulted out of the way of a spinning red, white, and blue shield. Steve, ever the athlete, managed to grab the shield without having his fingers cut off.

Stark whistled. "Next time we play baseball, you need to do that sliding move." Natasha nudged him.

"Focus, Stark." Nodding at Ultron, she asked, "What other tricks do these things have that we don't know about?" Ultron wasn't sure exactly how to answer.

"As far as my sensors are telling me, that purple energy shouldn't have been there in the first place. It's like the energy suddenly appeared, before vanishing again. That shouldn't be possible." And he wasn't jealous of the robots with a mysterious power source that could seemingly fill itself up, no sir.

"Everything has a source of power, whether it's internal or external. If these things keep managing to recharge their energy, it has to be coming from somewhere," Tony muttered, almost more to himself than the others.

Seeming to come to a decision, Stark placed his armored hand on Ultron. "Hey, I hate to ask you to sit out, but I need you to search around to find whatever power source they're using. Switch through every single frequency you can."

Ultron didn't like that plan at all. "So you're basically saying that instead of fighting alongside you, I have to stay on the sidelines and try to find something that could actually be a wild goose chase." Fortunately, as he had no lungs and didn't need oxygen, he managed to get all the words out at an even pace.

Stark did his best to placate Ultron. "Looks, it's not like I'm crazy about getting rid of one of my teammates right when a battle is about to start, but your sensors are some of the best. Trust me, I would know." With a final smirk, Stark let his face hide behind the front of his helmet as he leapt into the fray that his teammates had already been a part of.

Scowling, Ultron "closed" his optics as he began internally setting up the scanners, which only took a few seconds. His database listed over a hundred different energy sources, and he would have to search through every single one until he found the right one.

Uranium, gamma energy, plutonium…the list went on and on. His speakers were very distracting; he could make out the standard sounds of battle; yells, explosions, even the vibrating quiver of Hawkeye's bow as it fired arrow after arrow. Ultron's body vibrated with the sheer _need_ to be there, fighting and battling as an Avenger.

* * *

Tony had been a bit concerned that sending Ultron on a side mission would hamper their fighting ability, especially since Thor was on some family vacation. As for Bruce, the scientist was probably meditating or something zen like that. So far, however, the fight had been going easy – maybe even too easy. Tony may have had an ego, but he could still tell when a battle had too little resistance.

At the moment, he had confused two of the robots by flying in neat circles around their heads. The computerized brains had seemingly burnt out, with one of the machinations even falling to its knees. Seeing his chance, he snatched it! Zooming in towards the immobile creations, Stark charged up his unibeam, letting the blue glow warm up his suit before firing.

But something was wrong. Normally, when he fired off his unibeam, it felt like discharging a shaken soda bottle, with the energy discharging fast and hard enough that he had to recoil. But now, it was like it was…leaking, for lack of a better term.

The robots (or Strucker) must have noticed, because they began to awkwardly activate their boosters. It took a few tries, as the engines sputtered more than once, but the robots managed to get airborne. Deciding to try a different tactic, Tony attempted to maneuver away – but found that he couldn't!

No, couldn't was too strong a word. He was moving, but at an alarmingly slow rate. Every command his brain gave reached his body just fine, only his body seemed too sluggish to respond correctly. It reminded him of his old partying days back in the 80s, only he definitely wasn't on acid this time!

"Oh boy," he uttered between clenched teeth as his HUB warned him about the two incoming hunks of metal. The two's flying abilities were laughable, and normally he could dodge them without breaking a sweat, but considering that he was moving at a snail's pace…

He felt the blow, and he had to fight to catch his breath before it was all knocked out of him. But somehow, even falling to the ground was happening in slow motion. Worse than painful, it was embarrassing to experience.

As he felt his back touch the ground, he had to admit that the one pro was that there was no crash due to his feather landing. But as he looked up into the barrel of a humming canon, he wondered if the painless landing was just a small mercy.

**Notes for the Chapter:**

> Strucker is hard to write. I guess it's because he didn't actually appear much in the film.
> 
> Anyway, Happy New Year, everyone. :)


	15. Crimson Dynamo (Part 2)

**Summary for the Chapter:**

> The battle continues as the Avengers face off against Strucker's army of Crimson Dynamo robots.

Stark had faced the cold tendrils of death more than a few times. It kind of came with the territory, and it was something most heroes learned to deal with. But that never made the fear any lighter – only someone lacking common sense felt absolutely nothing when facing down the barrel of a loaded gun.

So Stark hoped that he would be forgiven for breaking into a sweat due to the fact that a large, crimson-colored metallic fiend was currently shoving his arm at Stark's helmet. This was a very bad thing because the end of the robot's arm was a large cannon, one that was softly vibrating as it powered up.

At such close range, he would be vaporized. He wondered if any of his teammates were coming to help him, but no. They were probably busy themselves, fighting the robots brethren.

He activated the boosters on his feet, even knowing it was a useless gesture. The robot had done something to him, something to make him slow to a crawl to the point where even his rockets had the speed of an elevator.

And so it was to his surprise that he felt the old exhilarating rush of speeding through air, away from the killer robot. Unfortunately, he was too surprised to maneuver correctly, and in a few short moments, he had crashed into an empty bus, one that was advertising cologne. However, seeing as the alternative had been death by laser, he found that he didn't care too much. He would pay the city for the bus.

Stumbling back to his feet with help from the stabilizers installed into the legs of his armor, Stark began to wonder why in the heck he was suddenly able to move normally again. He certainly hadn't damaged the robot in any way, and he doubt that Strucker suddenly gained an ounce of mercy.

Mentally, he shrugged; he could figure that out later. Now that he was mobile, it was time he got some payback. _I wonder how the others are doing. Well, whatever happens to them can't be nearly as weird as this._

* * *

Natasha dashed into a room that resembled every single office that she had ever seen on TV, complete with a bunch of cubicles, a water cooler in the corner, and a nice view of the city, which would probably become much less pretty if Strucker wasn't stopped.

Analytical in her thinking, Natasha gazed around, taking notice of how many exits there were (four, counting the windows) how many desks (was that a _My Little Pony_ plushie on one?), and even if there were any water sprinklers (there was).

None of it was especially helpful, and she didn't think fighting in an enclosed space was necessarily a smart idea, but she had succeeded in getting one of the robots to stray from the others; in fact, she could hear its thunderous footsteps laboriously climbing up the stairs.

It was amazing how different robots could be from each other. Just a few weeks ago, she had viewed all of them in the same way: emotionless metal husks, usually minions/cannon fodder for the real villain. But Ultron definitely had personality…maybe too much at times, but she blamed that on Tony.

The sunset-colored robot poked its round head through the doorframe. Natasha tensed, grabbing her two electronic rods. "C'mon big guy, no need to be shy." It crashed its way through the entrance, spraying the floor with paint and cement. It was about as graceful as the Hulk, but not nearly as intimidating, and she would know.

As it tried to ram her, she ducked under one of the oversized arms and flipped on to its back. It was still charging, perhaps not realizing that she was now behind it. Not that it really mattered, not in the long run. It stopped moving when she jammed one of her sticks into its back, between both "shoulders."

Exhaling the breath she hadn't realized she was holding, Natasha jumped off the damaged robot. With a shrug, she said to no one, "That wasn't so bad. Robots always seemed formidable in Clint's stupid sci-fi movies." Then it hit her that she was talking to herself, a habit she didn't plan on starting.

Shaking her head ruefully, she carefully made her way across the floor. It wasn't easy, seeing as how the place was the sort of wreck you expected to see after a battle: every single object you could name was strewn across the floor – including the walls that separated the cubicles. Trudging through the mess made her wish that she had convinced Bruce to come along – the Hulk could have shoved all the garbage aside easily.

Still, if Bruce still had things to work out, she had to respect that. She knew what it was like to have some inner demons that needed conquering, and she knew it wasn't easy. She also knew that while it was tempting to do it alone, having someone else there to keep you grounded was important, one of the reasons why she and Clint had grown such a strong bond. She hoped to be Bruce's confidant.

Her thoughts were interrupted by the crinkling noise of broken glass, which she had just stepped on. It was obvious that the glass had come from a broken computer monitor that was lying on its side. She lifted her foot to push it out of the way, but she never got a chance to as she quickly back-flipped out of the way of a large projectile.

 _If I hadn't seen the reflection in what was left of the screen_ – She left her thought unfinished; what-ifs weren't her style. The projectile in question was a swiveling chair, one heavy enough that she had a pretty good idea just who –or what- had thrown it.

The robot, who should have been disabled after his circuits fried, was nonetheless standing up, and using its large legs to kick another chair at her, seeing as how it had no fingers. Natasha, now that she knew they were coming, was able to easily evade them all. She could feel small fragments of wood scratch her back as the furniture exploded behind her, but none pierced her suit.

The robot took a step back to give itself a wider range from which to shoot from, but it almost seemed like it had been out of fear. Natasha gave a small smirk before sprinting at the robot, her electronic batons at the ready. This time, after she short-circuited it, she would make sure to perform a dissection as well. It couldn't be that hard; it's not like taking apart a machine was something that needed an instruction manual.

But when she only had a few meters left, she stopped suddenly, her boots screeching to a halt on the dusty floor. She could have sworn that she heard….but it couldn't be. Still, she had excellent hearing, and she had never once heard something that wasn't actually there.

"Natasha, help me." The subdued voice wavered with pain. It was very, very familiar – but also improbable. Bruce Banner had chosen to stay behind, not wanting to smash the city if things got out of hand.

But sure enough, as Natasha turned around, the scientist was there clear as day, legs crushed by a light fixture that had shaken loose during the battle. His face was pale and glistened with sweat, and his fingers scrabbled at the floor as he tried to crawl loose.

"Bruce!" Natasha momentarily forgot about the robot as she slid beside Bruce, cupping his face in your hand. "What are you doing here? More importantly, how did you-?" Bruce coughed hard enough to shake his whole body, forcing a pained cry from his lips.

"Nat, I think my legs are crushed. I can't feel them." He licked his lips, but Natasha noticed that his mouth seemed bereft of any saliva. She quickly glanced back at the still robot, before closing her eyes to consider the options. There was one obvious one, but she didn't think that Bruce would go for it.

"Bruce, this is a "Code Green" if there ever was one. You need the Other Guy." As she expected, Bruce shook his head with a sense of finality. His words, on the other hand, managed to surprise her.

"I don't know. Should I? I came here to help you guys, and for my troubles, I get two damaged legs. I don't see any reason why I should let the Other Guy out." Bruce gave her a wry smile, one that she didn't return. His words were too different, too uncharacteristic.

"Bruce, are you ok? You don't sound yourself." She had taken basic first aid at SHIELD, but had never bothered to apply to any of the highest courses; it wasn't her strength. Now, combat and stealth seemed like things that were practically invented for her.

Perhaps Banner had suffered a head injury. But how would she know if there was any brain damage? The thought frightened her more than any robot could.

"Clench your teeth, Bruce. I'm going to lift the weight off your legs, and I wouldn't be surprised if it hurt more than a little." Bruce nodded absently, and she moved lower to gauge how much muscle it would take to lift the fixture. Most of it was made of a cheap metal, and a portion of it was hollow.

She crouched down to grab the object, but hesitated. Something felt _wrong_. She didn't believe in a sixth sense, but her years in the field had given her a kind of foreshadowing. Somehow, she felt that lifting the fixture was the wrong thing to do.

"Nat, please hurry," Bruce begged. She hated to hear his voice that way, and she hated herself for her hesitation, but…something wasn't right.

She closed her eyes, ignoring the sounds around her. She did as her training had taught her, and heightened her mental senses. Breathe in, breathe out. Her pulse also began to calm, and once she felt that she was in control of her senses, she let herself see again.

Bruce was nowhere to be seen. Instead, where his body had been, was a small and rectangular object. Natasha could hear a small ticking noise coming from inside the object, like a small clock.

It was a bomb. How she hadn't noticed it before was something she didn't have time to ponder. Letting her trained muscles take over, she quickly kicked a desk over it, and then turned, dashing towards the window. The robot reached for her leg, but it was far too slow. She pushed herself through the glass, and in a moment, she was on the ground, shielding her face from the falling shards.

She began counting up from one, and before she reached six, the building blew up with amazing ferocity. If she were an average person, she figured that she'd be paralyzed with fear at her almost death. Instead, she calmly walked towards the town center. Her com-link had been busted during the fight, meaning that she couldn't count on anyone to pick her up.

* * *

Ultron felt stupid. After what felt like an eternity wasting time searching for the energy signature, it turned out that the energy stream led back to the most obvious source: Strucker! It was the first thing he should have guessed; a man like Strucker wouldn't trust anyone else to carry the stones!

Ultron quickly sent a message to the other Avengers, but decided that he didn't need to wait for the others. Why should he? He could take on a single, almost elderly man. Re-routing the power he had been using on the scanners to his boosters, he flew towards Strucker at top speed. The man didn't even notice that he was being attacked until the last moment, and the poor creep fell on his back, his hands instinctively covering his face.

"There are other places I can punch, you know," Ultron jeered as he used one hand to life Strucker by the front of his coat, saving his other hand to punch his enemy's gut. He balled his free hand into a fist – or, at least, he tried to. But it wouldn't close.

"What the? Don't tell me my finger wiring is damaged." He wasn't prepared for the sight that met his eyes when he turned to look at his hand. Well, it wasn't a hand anymore. It looked like, if Ultron's memory banks were in working order, a lobster claw. Bright red, it looked like it was dipped in blood.

Gaping, Ultron dropped Strucker on the ground. The man looked as surprised as Ultron felt, but a grin materialized on his face.

"What did you do to me?" Ultron wouldn't beg; he would demand answers! Strucker shrugged, the corner of his mouth tilting as if he wanted to laugh.

"I would call it a miracle," Strucker answered before pointing a finger at Ultron and firing an energy blast – that pierced Ultron through the chest.

**Notes for the Chapter:**

> Ooh, the problem with writing the Infinity Stones is that they have so much power that they risk becoming overpowered.


	16. Overload

**Summary for the Chapter:**

> Desperate, Strucker draws out every drop of power he can from the Infinity Stones. The result is explosive.

**Notes for the Chapter:**

> No way! Over 800 views? Thanks for reading, everyone!

Strucker smiled as he watched a distant building explode. The work of his bomb, no doubt. He dearly wished he could have seen the look on whoever's face was caught up in the blast.

A shift in the wind made him turn his head, in time to see a metallic figure speeding at him like a bullet. Strucker gasped an embarrassing squawk before he felt himself get tackled. Before he could gather his bearings (or oxygen), he felt himself get lifted up. In a panic, he held his hands in front of his face.

The gesture itself didn't make him feel any safer, but as he raised his arms, warmth seemed to spread in his hand, the one that had the ring. As the robot stretched his arm back to deliver a painful looking blow, Strucker found himself desperately wishing that the robot wouldn't be able to make a fist.

The next moment, the robot was missing a hand. It had been replaced by some kind of crustaceous member. Ultron dropped Strucker unceremoniously on the dirty ground as he turned to cradle his claw, as if he could wish his hand back.

"What did you do to me?" Ultron had turned back to stare at Strucker, his red eyes glowing like the devil, but Strucker found that he wasn't frightened of the robot anymore. Standing up and straightening his coat, he smiled.

"I would call it a miracle." And indeed, what else could it be called but a miracle? Strucker had limited experience with the stones, and yet they had assisted him in his dire hour. He assumed that the Reality Stone had been the one to cause Ultron's…transfiguration.

The stones were even more powerful than he had assumed! It was such a rush, knowing that he held such pure strength in his hands! And he hadn't even unlocked their true energy yet! The possibilities stood endless before Strucker! He would be able to do whatever he wanted! He could change the world's currency, control entire populations, and drastically lessen the world's food supply –

No, beyond all that, he could become a god!

Strucker raised his arm, feeling the energy from the stones flow into him. He noticed, with immense satisfaction, that Ultron backed up a step. Strucker closed his eyes, and felt an inkling of his new power drain away as an energy javelin shot from his ring, striking Ultron dead in the chest.

The robot stumbled to a knee - but stubbornly stood back up. His chest area was smoking brown, but was otherwise un-pierced. Strucker spat on the ground, realizing that he must have underestimated the vibranium armor.

Well, trial and error was a proven and successful formula. "Perseverance always leads to victory," Strucker whispered as he let loose another energy javelin. The air around it sizzled, and Strucker felt a small bead of sweat slide down the side of his head.

Immediately after throwing it, he noticed a blurry object intercept. With a small explosion, the javelin vanished into thin air, and the object slowed down enough that Strucker could tell it was that blasted Tony Stark.

"Leave it to you to be fashionably late," Ultron said, obviously relieved after coming so close to oblivion. Stark nodded at Ultron, keeping his body facing Strucker.

"You know I couldn't leave you alone to fight the big honcho. Where would the fun be in that? The others are on their way, too." Raising his voice to address Strucker, Tony added salt to the wound. "I don't think your robots were as impressive as you were hoping. They had some cute tricks, but nothing we couldn't handle."

Strucker ground his teeth together, not noticing the animalistic growl his own throat let fly. How dare Stark continue to hinder his plans? How dare he criticize the Crimson Dynamo unit? How dare he just stand there, no doubt with an insufferable grin plastered on his rich boy face?

Strucker screamed, letting the rage consume him, invade him, _change_ him. He felt the energy from the Infinity Stones film him, but it was different than the energy from before. It was darker, and it didn't flow through him so much as ooze through his pores.

"Father! The energy readings are off the charts!" Stark fired some small repulsar rays at Strucker, and to the man's surprise, the beams simply bounced off.

"Tell me something I don't know," the millionaire replied weakly. Strucker chuckled, and emboldened by his newfound power, ran towards Stark. He took a few steps, and suddenly, he was upon Stark! He had crossed the length of a two school buses in seconds!

Before Stark could scurry away, Strucker clamped a fist around the Iron Man helmet and ripped it off.

"I want to see your face when you die," Strucker growled in way of explanation. As he lifted a hand to smash Stark's face in, he felt two vice-like arms grab him by the waist and hurl him away.

"Stay away from my father." If a computerized voice could sound like rage incarnate, Strucker was hearing it now. Ultron was obviously programmed to guard his creator. Strucker would expect nothing less.

Words were no longer necessary. With nothing else but a roar, Strucker body slammed Ultron into the hard ground, but found himself being flipped over. As his face touched the soil, he considered what might happen if a vibranium foot were to stomp on his head. The next moment, Ultron stomped on Strucker's head with all the power he could.

_By all rights, I should be dead. Truly, truly a miracle!_

Strucker lifted himself out of the ground, making a show of dusting himself off. He opened his mouth to comment about how weak Ultron was, and how pathetic of a bodyguard he was, but he couldn't get the words out; Ultron fist was slamming into his face like a jackhammer. He heard more than felt his nose break, and his bottom lip split open.

The tangy taste of blood reached his tongue, and Strucker idly wondered if blood was always like that. He had never been out in the field before, so he had never been injured to the extent he was now.

"Get up. I know you aren't done yet, unless you're more pathetic than I thought." Strucker was insulted that a robot could speak to him in such a condescending tone. It would pay for its insolence.

_Gems! I demand more power! I command you! GIVE ME MORE!_

* * *

When Strucker had ripped off his helmet, Stark had quickly blinked his eyes to ease the glare of the sun. He hadn't even had time to feel any fear before Ultron ripped Strucker away to do god-knows-what. It really wouldn't be a good idea to just let his robot kill someone though – it would be pretty bad for his image. Oh, and murder was just wrong.

Shakily standing to his feet, Stark braced himself in case his knees buckled, but his legs stayed firm. Strucker wasn't having so much luck; he was being slammed into the ground, and Ultron seemed intent on creating the world's first ever HYDRA pancake.

"Ultron, that's enough. You don't want to make Strucker uglier than he already is, right?" He strained his voice yelling out, but Ultron gave no sign that he heard. And of course, the com-link had been inside the helmet.

Well, he supposed he could do the caveman method and simply get close enough to tap Ultron on the shoulder. Yeah, that could work.

Stark halted in his thoughts, unable to force his legs to step forward when Strucker changed. Ultron had let up for a few moments when a dark swirl of energy surrounded Strucker. As the old man crawled out of the small crater, he began to grow larger, his military suit ripping at the seams. At the same time, his body, which had been pale, began to turn a sickish green-purple color. It was completely unnatural.

Steam literally glided from Strucker's mouth when the man, no, creature growled. Stark didn't know what had happened, but Strucker wasn't human anymore, at least not in the normal scientific definition. Tony felt an illogical sense of fear, despite the fact that Strucker was putting all his attention on Ultron.

"Ultron, get out of there!" His voice didn't carry very far, but Ultron attempted to put some distance between him and his nightmare-ish foe. As Strucker lunged at Ultron with his oversized arms, Ultron ducked underneath the large body and activated his boosters to fly upwards.

Tony could see the muscles in Strucker's thighs bunch up (his well-ironed pants had torn), and he knew what the HYDRA leader was about to do – but he had no way to warn Ultron. The next moment, Tony's fear came true – Strucker made a leap that managed to cross 15 feet! Tony had only ever seen the Hulk jump higher!

Strucker violently grabbed Ultron's ankle, but despite his bulk, only succeeded in making the robot momentarily stumble before continuing to ascend, albeit at a calmer rate. As Ultron flew higher, Stark began having trouble making out the specific details of what they were doing.

"Tony, what's going on?" So wrapped up he had been in the proceedings, he hadn't noticed Steve and the others.

"Ultron is fighting Strucker. That would normally be cake, but Strucker took a bunch of steroids or something. He looks like a bodybuilder had a baby with a freaky chimera." Hawkeye looked disgusted.

"Now there's an image," he muttered.

"I'm serious, he looks like he must have gained over 80 pounds in muscle alone," Tony snapped.

"I don't know how powerful he is," Widow began in the calm voice that showed she was always in control of her emotions. "But I don't think he'll be able to take on all of us. Of course, first we need to bring him back down. Without Thor, that leaves only one of us who can fly."

Hawkeye sighed the sigh of someone resigned to do hard, manual labor. "Say no more, Nat." He fired an arrow fast enough that Stark didn't have time to ask what the archer was doing, and it reached Strucker before Stark had time to close his mouth.

There was an explosion, and Strucker's smoking but seemingly undamaged body plummeted to the ground. _If this was a cartoon_ , Stark mused, _Strucker would have landed on his head, and would have had a heck of a time getting his head unstuck._

"Hit him hard!" No one questioned Tony as they rushed Strucker, Cap at the head of the charge. The second Strucker lifted his head, his face became deeply acquainted with the vibranium shield. Even at a distance, Tony could hear some of Strucker's teeth snap off from his jaws. Cap followed with an uppercut, but having surpassed his initial surprise, Strucker grit his teeth and slammed his bony head against Steve.

As Steve fell, Natasha vaulted over him and zapped Strucker in the eyes. Howling, Strucker stumbled back, rubbing his eyes furiously. Disturbingly, the tears that squeezed out of his pupil-less eyes were black.

Strucker took one last step backwards, roaring when an explosive arrow blew up near his feet. Hawkeye had decided that in this case, quantity would win out, and was firing off three arrows at once. Somehow, this didn't affect his aim.

"RRRAAGGGG!" Hawkeye winced, and his next shot actually missed. Strucker leapt at the dazed archer, and slammed a coloring forearm into his head.

As Clint collapsed on the ground, Strucker raised an inhuman foot (his toenails now resembled gnarled claws), Tony forced himself to move, tackling the monster away from his friend. Without his helmet, Tony's nose was vulnerable to the murky, stale stench that Strucker exuded. It smelled like something rotten – perhaps a week old corpse.

"Ultron, get ready! I'm sending him to you!" Hoping that Ultron had been able to hear him this time, Tony utilized every ounce of arm strength he had and _threw_ Strucker into the air towards Ultron. Not missing a beat, Ultron zoomed downwards at top speeds. When he finally collided with the beast, Tony could almost see the force of the collision materialize in the form of shockwaves.

* * *

Ultron knew that he must have damaged some of Strucker's internal organs, or at least broken some bones. The feel of his fist sinking into the madman's stomach had been too satisfying for nothing to have happened.

A few moments later, Strucker coughed up some black blood, confirming in Ultron's mind that damage had been done. A part of Ultron's electronic brain was darkly pleased about that.

"NNNNNnnnoooo." Apparently, Strucker still had human-like vocal cords, even if the words came out slurred and growly. Ultron put a heavy foot on Strucker's chest.

"You've lost, obviously. You can't be deluded enough to think that you can make some sort of comeback." Strucker bared his fangs in defiance as the Avengers crowded around him.

"Yoooo have not, arrrgghhh, bested me yetttt." Hawkeye hoisted another arrow. "If he doesn't stop talking, I'm just gonna fire a sleeping gas arrow."

Natasha nodded in agreement. "That's actually a pretty good idea. We can just grill him for information back at the tower." Strucker's darkening eyes seemed to bulge out in anger at the idea.

Arching his back against the grimy ground, Strucker howled, "More power! I need a little more! Just a little more!" Ultron's opinion was that Strucker had finally cracked like an egg. It seemed like he was begging the Infinity Gems to lend more of their energy – but that was just insane. Ultron twirled a finger around his head like he had seen someone do on the internet, earning a half-grin from his father.

Impossibly, Strucker suddenly moved with newfound strength, pushing Ultron aside and standing back up. Grinning, and showing off his black teeth, Strucker roared – and his body began to expand once again, growing larger and larger until he was bigger than the Hulk.

"Here we go again," Ultron's father said grimly. Everyone tensed up, ready for the next battle in the never-ending stream of fights. Strucker giggled, a maddening sound filled with the insanity Ultron had been expecting.

And then they all heard a noise that sounded like the air escaping from a bicycle tire. Strucker's insane glee had been replaced by confusion, an emotion that seemed grossly out of place on his ugly mug. Before he could even utter a growl, he began shrinking, much more rapidly than he had undergone his growth spurt.

By the time his body was done rejecting the gem's power, his body was shriveled up. Even more disconcerting was the fact that his skin was colored sickly green, as if he had become a plant of some kind.

Shaking violently, Strucker began to scream. "No! No! Why have you abandoned me? I need your power!" Ultron was almost tempted to look away as the sick man began to claw at the air, and move his legs erratically, almost in swimming motions.

"This is painful to watch," Natasha huffed as she pointed one of her Widow's stings at the convulsing man. Strucker spotted her out of the corner of his eyes, and attempted to stand up. A quick sting sent him back down, where he cried bitter tears.

"Nick Fury will lay an egg when we send him an early Christmas present," Stark grinned. Ultron liked the idea of Strucker bound and gagged with a pink bow himself.

"Uh, guys?" Hawkeye interjected. "Something's happening to Strucker." Said man was suddenly engulfed by an unnatural light; Ultron's scanners couldn't pick up any heat coming from it. After the blinding light reached its peak, Strucker's body vanished.

"Since when can he teleport?" No one was able to answerer Tony's question, but a search by Ultron yielded results.

"This actually should have been obvious, but I'm picking up heavy cosmic readings, the same kind the gems were always outputting. He probably used the space gem to warm somewhere else."

"I'm assuming that following him will be impossible." Ultron hesitantly nodded at Steve. The fact was, there was no trail to follow, and they had no way of knowing where Strucker would end up.

"If we're lucky, he warped himself to Pluto," Clint mumbled. Everyone silently agreed.

* * *

Pietro, antsy after being left out of the mission, had paced around the base over five dozen times. If Strucker had installed a carpet, it would have been worn down. Pietro wasn't a stressful person by nature, but he hated having to wait to find out if Strucker had been able to bring his sister back.

A strange noise turned his attention over to the center of the large, grey room, where a black circular opening had just appeared in thin air. Pietro dashed around it, but it was too dark to peer inside, and he wasn't stupid enough to just jump in.

But he didn't need to; something fell out of the portal, falling face down on the hard ground. Pietro winced at the thought of anyone banging their nose against the cold floor that no one ever bothered to mop.

The thing let out a groaning noise that was also part growl. Pietro cautiously edged towards the creature, which was starting to look familiar. The monocle, which Pietro spotted as the creature looked up at him, drove it home.

"Strucker?" Pietro's voice was barely above a whisper, but Strucker reached out to grab his hands. Pietro edged back, preferring to keep out of range for now. Strucker's skin looked like it would feel like leather.

 _Could the Avengers have done this to him_? Pietro wondered if even a man like Strucker deserved such a fate – he barely looked human anymore. He resembled a shrunken man, maybe, but one who's skin had lost every bit of nutrients. He looked very sickly, in ways that he had never seen even growing up in poverty.

As he reluctantly leaned down to help his boss up, Pietro could hear the husk of a man whispering something, over and over again. Pietro couldn't make out everything, but the word, "power", came across.

What happened next would forever be ingrained in Pietro's mind. In a fit of madness, Strucker grabbed the three gems, the one thing he had never dared to do. As he grabbed them, he gave a terrible, toothless grin, before his body burst apart at the seams It was both horrifying, and yet beautiful, with the rainbow glow of the stones shining even through the muck.

Pietro fell to his knees as a bunch of startled HYDRA soldiers ran in the room. Pietro had no lost love for the man, and he would not grieve. However, Strucker may have been his best hope to rescue his sister.

**Notes for the Chapter:**

> Sorry, Strucker. :P
> 
> Those Infinity Gems weren't worth it, huh...
> 
> Leave a review, if inclined. :)


	17. Downtime

**Summary for the Chapter:**

> Sometimes, even superheroes need to just sit back and eat pizza.

**Notes for the Chapter:**

> This is mostly a breather chapter before the final part of the fic begins next chapter.

"As far as I can tell, we're back at square one." Clint was reclining on a comfy leather chair back at the Avenger's Tower. Everyone else had joined him, except for Tony, holding a drink behind the bar counter, and Steve, standing near the window.

"Not quite," Ultron interrupted, mostly because he liked to show off his superior intellect next to Clint. He never claimed to be humble. "Despite the fact that Strucker escaped, he was obviously weakened to some extent. It's also apparent that he hasn't been able to fully master the property of the gems."

"How so? He seemed pretty competent to me." Clint bitterly rubbed a bruise on his calf. Ultron was glad that the archer was wearing pants, as he had no wish to see the purple mark. Human biology could be very gross.

"No, Ultron is right." All heads turned to Natasha, who daintily sipped her martini. Ultron wondered if she even realized how beautiful she looked. No, Ultron decided, of course she knew. It was probably something that caused many of her victims to underestimate her, before having their faces caved in.

"One of those Crimson Dynamo units attacked me. I don't think I need to give you guys the dirty details, but I'm pretty sure that the robot was using the power of an Infinity Gem. But its power seemed to run out as suddenly as it started."

Stark raised a hand, like someone might do at school. "I didn't want to be the first one to speak up, but yeah, something like that happened with my opponent. He was somehow able to slow my body down, or maybe the air around me. Heck, I don't know what these gems are capable of, but he almost killed me." Ultron balled his hands into fists at the thought of his father coming so close to death.

"The robot could have finished me off, but at the last second, I was able to move freely again, and unless Strucker suddenly grew a heart or gained some sense of mercy, I'm willing to bet that he was just as confused as we were."

"It's pretty safe to assume that this will probably make Strucker desperate. That tends to happen to any would-be dictator who has access to a super-weapon that he can't figure out how to use. A desperate man is a dangerous man, but also one who will make mistakes." No one could argue with Steve's logic.

Ultron, who had access to the cameras, noticed her presence moments before she timidly spoke up. "What of my brother? I do not wish to see him caught up in this." Wanda stood at the doorway, concern for her brother all over her face.

"I see Pepper got you acquainted with her wardrobe," Stark commented with a possibly inappropriate amount of approval. He wasn't wrong though; her dusty, torn up clothes had been replaced with the much more practical set of yellow top, blue jeans, and brown sandals. It was, Ultron noted, the first time any of them had seen her in casual wear.

Wanda pointedly ignored Stark, turning to everyone else to plead. "Strucker is a very violent and unpredictable man, and if what you say is true, it may only get worse. I do not wish to ask for your help, but I do not know if I will be able to save him by myself."

"We plan to bring Strucker down, ma'am, and HYDRA along with him. As soon as we can locate Strucker's location, we'll do everything we can to help your brother." Wanda boldly reached forward and grabbed Steve's hand.

"If all you need is a list of locations, I can easily provide you with that!" Everyone was silent for a few moments, before Clint broke the peace by exclaiming, "Why did no one think to ask her before now?"

* * *

"What exactly are we doing here?" Wanda looked cross, although Ultron already knew that from the tone of her question. Obviously, she had been expecting to spend the rest of her day breaking into HYDRA bases, not eating at the best pizza café in the city.

"Relax, you're acting like this is torture," Clint said as he took a large bite of his cheesy pizza. Apparently, the only topping Clint desired on his slice was more cheese. Everyone else had decidedly more exotic flavors; Natasha's pizza looked more like a salad than anything.

"I just don't see how you can all be wasting time when my brother might be in danger," Wanda reminded them, still not touching her Hawaiian pizza.

"She's right, guys," Clint said as he sadly dropped his pizza back on his plate. "Obviously, what we should have done was gone to eat some more shawarma." Everyone groaned, except for Wanda, who looked to Steve (digging into a pepperoni slice) for an explanation.

"Old joke. Tony loves shawarma, and basically forces the whole team to eat some whenever he gets the chance." Wanda's look noticeably soured at the mention of Iron Man, and Ultron got the feeling that she might never eat shawarma if given the choice.

Ultron decided to get things back on track; it's not like he would be doing any eating anyway. "In all seriousness, the locations you gave us were very helpful. However, Strucker had so many hidden bases that it might do more harm than good to check out every single one. Nothing would alert Strucker faster than being told that half his hideouts were flushed out."

"Instead, Stark will be utilizing his contacts at SHIELD. Together, they should be able to narrow the list down." Natasha, who had finished her slice sometime during the conversation, was now sipping a strange, green concoction. Ultron was glad that he couldn't smell it.

Momentarily satisfied, Wanda finally bit into her own food. Ultron was glad; who could waste such a gorgeous, sunny day by staying so grumpy? And now that he thought of it, why should he waste the day watching other people eat? That was an activity only slightly above watching someone else play a video game, or watching grass grow.

"If you'll excuse me, I think I'll head back and see if I can assist my father in any way." Everyone nodded, mouths too full of food or drink to give a wordy response. Pouting as best he could, Ultron activated his boosters and shot off into the sky, much to the shock and delight of the other diners. Some even whipped out cell phones. Ultron gave them a salute like he had seen Captain America do on the television, before putting the rest of his attention on his flying. It wouldn't do to crash into a skyscraper.

* * *

"I don't understand." Pietro wasn't sure he had heard the HYDRA agent right. No, he _was_ sure that he had understood (no one spoke too fast for his ears), but the words didn't make sense.

"With Strucker's death, it had been decided that you will now lead HYDRA. We await your first orders." The agent practically became a stick as he stood at attention. Pietro only wondered if Strucker had ever assigned a second in command.

"Surely Strucker had an heir? I don't know the first thing about leading such a large group. Anyway, I also don't have the patience for it." The stubborn agent wouldn't budge.

"Without a leader, HYDRA will be vulnerable and aimless. We beg you, young Pietro, to carry the mantle that Strucker left you." Pietro rolled his eyes. He didn't even like Strucker, and part of him was glad that the old man was dead. If (and it was a big if) he accepted, it would definitely not be because he felt any lost love for the former leader.

Before Pietro could reply, another identically dressed minion dashed in the room. He must have been out of shape, because he had to lean on his own legs and catch his breath the second he stopped moving.

"T-there is something our monitors picked up! I think you'll need to see this!" Pietro was already in the computer room before most of the other agents even started running.

"My god."

* * *

His father wasn't in the lab, or fixing a drink in the kitchen. Ultron hadn't bothered to check any of the security cameras, since his father usually only hung out in those two locations when he wasn't flying around in the armor, but now he was fed up, and maybe a bit worried.

It only took an internal glance at the cameras to locate his father, who was in his rarely used sleeping quarters – but something was wrong. He was huddled on the floor.

It only took Ultron a few moments to reach the room, but it seemed like an eternity to Ultron. Stark seemed fine, but his heartbeat had increased exponentially.

Ultron kneeled down next to his father, who gave him a sheepish grin. His face was drenched with perspiration.

"Hiya, Ultron. I know I look like a mess, but there's nothing to see here." Stark tried to stand up and stumbled, and he didn't complain when Ultron forced grabbed his arm.

"Father, what happened?" Stark gave him a pointed look, wanting Ultron to drop the subject, but ended up relenting with a sigh.

"I had another nightmare, like the ones I used to have after the Chitauri invaded. They had stopped, but after our fight with the siblings…I think Wanda's so-called magic powers must have brought them back." Patting Ultron on the back, Stark let himself drop on the bed. "Like I said, nothing to worry about." He avoided staring Ultron in the eye.

"You're a terrible liar, but if you say so." Ultron walked towards the door, awkwardly halting. "But if you need to talk, I'm always around. I mean, literally, you can speak into any of the cameras around here and I'll hear you." Stark nodded before clapping his hands together.

"Anyway, I'm in the mood to go hunt down some HYDRA bases!" Ultron was amazed how fast his father could switch moods, but at least he was acting more like himself.

"I'll help, father." Stark grinned at Ultron, and the robot felt his non-existent heart miss a beat. He wanted his father to smile like that more often. It seemed to make the world a better place.

He jerked when his internal alarm rang, and of course, his father noticed. "What was that, a seizure?" Ultron closed his eyes, letting the information flow inform him of what the problem was. Every single news station in North America was scrambling to deliver the news. Something about…an invasion?

"I think we'd better call the others," Ultron said grimly. If what he was hearing was true, pizza would have to wait.

**Notes for the Chapter:**

> Yup, the calm times couldn't stay for long.


	18. Loki

**Summary for the Chapter:**

> Loki leads an invasion on Earth, and Thor makes a crash landing.

**Notes for the Chapter:**

> Now we're heading into the climax.

Wanda had almost been enjoying herself, despite the concern she had for her brother. Still, it would be hard for anyone to stay in low spirits when eating such good food, and in such pleasant weather. In Sokovia, the weather was always very moody. The hot ball in the sky always peeked through the clouds, never fully gracing the people with its light, and the snow made itself known even after the cold seasons had passed.

As for the pizza, she had never tasted anything with so much cheese. Her eyes hadn't been pleased by its look, but it turned out that looks truly could be deceiving. She had downed three before she even realized it.

As for the people around her, she couldn't say that they gave her any reason to dislike them. Aside from Stark, who had fortunately skipped out on the meal, everyone else was perfectly normal. Still, she felt like an outside looking in, and she had no way to enter their conversations. She had no idea who Nick Fury was, and she didn't know where Budapest was located.

She saw Natasha lean over to whisper something in Clint's ear, something that made him smirk. It reminded her of how she and her brother would talk, trading secrets that they would never tell anyone else. Her heart suddenly ached again, and her appetite was lost.

"If you're not gonna eat that fourth one, I'll take it off your hands," Clint generously offered. Wanda wordlessly handed the greasy food to him before getting up from the table. Banner, who had been slurping on some soup he had ordered on the side, stood up to.

"Well, I'm done with my meal. I think Stark could probably use some help." Wanda gave him a smile, knowing full well that he was doing this to be nice to her. Strucker and his men had certainly never shown as much consideration.

At the table next to theirs, a teenage girl looked upwards. "It wasn't supposed to rain today, was it?" The bespectacled girl asked her possible boyfriend, causing the boy to stare curiously at the sky. Wanda and the others at the table exchanged glances before peering upwards themselves. The sky had darkened considerably, and yet, it wasn't necessarily cloudy. Wanda had never seen anything like it, and judging from everyone's reactions, neither had they.

Everyone in the area hushed as a part of the air seemed to bend into itself, creating a circular area. Clint sharply sucked in his breath, and Widow muttered something that Wanda didn't catch.

She squinted her eyes. What she was seeing couldn't be right, and yet… There was a man, floating down from the hole in the sky, a billowing green cape seemingly confirming his importance. He didn't seem to possess any weapons, but there was a dangerous air about him, and it got stronger the closer and closer he got.

For the first time since the sky had darkened, Steve said something: "Loki." Even in Sokovia, Wanda had heard of this man, no, alien. He had led an invasion on New York, and the Avengers had somehow stopped him before he could cause too much damage.

The Avengers encircled Loki as he landed on the ground without as much as a thud. Wanda did as well, scarcely even knowing why. She had no reason to stop Loki. But then again, she needed the Avengers to help her find her brother. Logically, she couldn't let Loki kill them.

"This is about the welcome that I was expecting, although I see that your own leader didn't see fit to be here. Pity, he was the only one who could match me on a verbal level." Loki's eyes, which twinkled with a humor that Wanda suspected she wouldn't like, scanned each member of the group, until he stopped at Wanda.

"I don't believe we've met. Ah, and I sense a power in you. If I didn't know any better, I'd say it was sorcery, but I very much doubt that a human could have such a gift." Steve moved to stand in front of her.

"She isn't your concern at the moment, Loki, we are. I suggest that you surrender and come with us quietly. We have some questions." Loki gave the captain a withering look.

"No, I don't believe that would be in my best interest. I never perform the same trick twice." Turning to face Hawkeye, who had a sharp arrow pointed at the trickster's throat, Loki grinned. "So don't worry, bowman, I have no plans to manipulate you like a puppet again."

Hawkeye spit a curse at Loki, who just laughed it off. Wanda had the feeling that the man was used to hearing such comments, and now rolled with them. Or perhaps he was so insane that it simply didn't register on a certain level.

"Believe it or not, heroes, I didn't come all the way to your planet for you. I came for the stones, and make no mistake, I don't plan on leaving without them." Hawkeye wasted no words as he sent the pointed arrow at Loki, who ducked with an inhuman speed before sweeping his golden staff to trip up Steve.

"Do try harder," Loki goaded gleefully, pointing his staff at Wanda, firing off a red energy stream. Instinctively, Wanda held her hands up, managing to erect a barrier around her body. She thanked her lucky stars that Stark had removed her power inhibitor an hour earlier; she would be dead otherwise.

"Ah, so my earliest instincts were correct," Loki mused, annoyingly not out of breath. "You possess some form of magic, however pedestrian. Unfortunately for you, my power dwarfs your own, and that is before adding the Infinity Stones to the equation." Wanda's eyes widened as Loki uttered something under his breath. Whatever spell he chanted seemed to work, as his staff turned bright crimson.

Strengthened, the energy stream broke through her barrier as if it was glass, slamming her to the cobbled ground. She opened her mouth in a gasp; the blow has knocked the air out of her. Never had she been hit that hard.

"Get away from her!" Steve jumped in between her and Loki, his shield taking the brunt of Loki's vicious attack. Loki scowled briefly, before shrugging. Wanda supposed that he didn't care who he killed first.

"We really weren't in a rush to see you again," Widow stated as she tackled Loki from behind, snatching the scepter from him. In an ironic twist, she now held Loki's own weapon against him. _But then_ , Wanda wondered, _why doesn't he look worried_?

* * *

"Thor? Man, am I glad to see you!" Stark and Ultron had been about to fly off when Thor literally crashed into the building. Stark decided that he really didn't want to know who, or what, had done that to the thunder god.

"Son of Stark, it is good to see you," Thor panted, looking as happy as someone could when their face was caked with blood and sweat. "But we have no time for niceties. Loki has arrived, intending to find the remaining stones and use them for a nefarious purpose." Ultron leaned down to help Thor up as Tony scoffed.

"As if Loki ever does anything else." Thor glared at Tony, who clammed up.

"Loki shouldn't be a threat," Ultron reasoned as he plucked a shard of glass out of Thor's hair. "Weren't you guys able to defeat him the first time? If he's alone, then –"

"He isn't alone," Thor interrupted, staring at them with a sense of urgency. "And this time, it isn't Chitauri that he leads." Stark quickly made a mental list of creatures that Loki could be controlling.

"Frost giants. It must be frost giants," Stark exclaimed triumphantly. "In that case, Loki made a big miscalculation, because he has no idea how hot New York can get in the summer." Thor shook his head.

"I am loathe to say it, but the people that my brother lead into battle are fellow Asgardians." Thor's fists, tightly clenched, were turning white. The man hadn't been lying about not wanting to admit that dark little truth.

"I know that your brother is apparently adept at lying through his teeth, but surely your race knows that. Just how were they sweet-talked into this?" Stark winced at Ultron's sharp words, but sometimes Thor responded best to people who were upfront.

"They believe he is Odin, and with his power of illusion, it wasn't difficult to do. Even I was fooled briefly; however, he intentionally let me find out." Stark had the feeling that Loki really wanted to rub it in Thor's face; the trickster was probably a horrible secret-keeper.

"As nice and reasonable as I'm sure your people are, I can't promise that I'll go easy on them," Stark warned. Ultron chuckled.

"If many of them are as powerful as Thor, they wouldn't give you a chance to hold back either way. But don't worry, I've got your back." Ultron patted Stark on the head, reminding the inventor of their height difference. It was a burden at times, being one of the shortest Avengers.

"In that case, what are we waiting for? Signed invitations? I say we send Loki home, and this time, we wrap in him in adamantium chains." Tony and Ultron headed towards the door, when Thor stepped in front, holding something in his fist. A glow seeped from between his fingers.

"Hold, friends. This time, Loki wields the power of two stones. However, I may have the counter to that." Opening his palm, Tony had to fight the urge to cover his eyes at the sight of the orange gemstone. It almost seemed to speak to him, and somehow, he felt like he could share his biggest secrets with it.

"This, my friends, is the Soul Gem, which I managed to swipe from Loki before his arrival on Midgard." Stark, who wanted nothing more than to take it to his lab and study it, couldn't help but blurt out, "What does this one do?"

There was a sheepish pause before Thor admitted, "I do not know. Most of the gem's abilities are self-evident." Stark had to admit that Thor was right; the Power Gem gave one strength, and the Mind Gem gave one power over the brain. But the soul gem?

"Maybe it can give an object a soul," Ultron chirped. He received two blank stares, making him shrug. Stark knew that he shouldn't have let Ultron watch Pinocchio so many times.

"We'll just have to figure it out as we go along. That method has always worked for me." Thor and Ultron didn't share his enthusiasm for test runs, but they couldn't think of any alternatives.


	19. Army

**Summary for the Chapter:**

> Just when it seems the Avengers have the upper hand against Loki, the balance shifts.

"Considering that I have your infinity stone, you should be a lot more worried than you are," Natasha calmly remarked, nodding to the red stone that powered Loki's scepter. Loki, unflappable as always, gave her a smile.

"You figured out that was an Infinity Gem. Well, the Power Gem, to be precise. If you're so confident about your new-found invincibility, try it." He spread his arms out, leaving himself open. Natasha didn't believe for a moment that Loki would actually let her blast him with his own scepter, but at the same time, she didn't see the harm in trying.

Bracing herself for the potential recoil, Natasha pointed the glowing scepter at Loki and willed it to fire a blast from the Power Stone. Almost to her surprise, it worked, and a concentrated blast of crimson light spewed from the tip of the center. However, with godly reflexes, Loki teleported out of the way, appearing only a few inches from where he had last stood.

"Having power is a fine thing," Loki began loftily. "But it matters not if you can't even hit your target." As he spoke, he quickly teleported again, and Captain America's shield embedded itself into the dirt where the god had been.

"Avengers, he can't dodge all of us. Combine your attacks." The next few moments were a flurry of activity. If Loki wasn't avoiding one of Hawkeye's arrows, he was outmaneuvering one of Wanda's spells. The god didn't even break a sweat, and Natasha was forced to consider the possibility that the Loki they were fighting wasn't even the real one, but an illusion.

"Thinking in the middle of a heated battle? I'm disappointed." Loki's bored tone cut through Natasha's thoughts. _When had he gotten so close?_ Before she could react, he reached for the scepter –

An energy bolt slammed against his hand, and a scowling Loki was forced to step back. "You little witch. You were waiting for me to attempt to snatch the scepter." He addressed Wanda, who stood behind Natasha, hands at the ready in case she needed to fire off some more projectiles.

"I don't know you personally, but letting you get your hands on that stone isn't in my best interest, not if I want to find my brother." Loki shook his head slowly.

"I care not for your sibling; I have enough problems in that area as it is. But tell you what, after I dispose of you, I'll make sure to find him straightaway, so that I can send him after you." Wanda's mouth tightened as she thrust her hands forward, sending another magical bolt his way. This time, Loki merely put up a green shield to block the attack.

"You'll need another century before you can match your magic against mine," Loki sneered as he ducked under the vibranium shield once more. He retaliated by teleporting behind the captain and punching him upside the head. Steve tumbled down to one knee, but Hawkeye shot off a round of defensive arrows to force the god away from the injured Steve.

"Did you really think that would work?" Loki laughed, and then stopped when he realized that one of the arrows hadn't missed – it had struck the upper-side of Loki's right forearm. With a strangled yell, he ripped it out of his arm and threw it down on the ground, but that one moment of pause was all Natasha needed to point the weapon and Loki and fire. Loki looked up just as the blast was about to knock him down for the count.

But the attack that was meant for Loki smashed into another object and dissipated. Widow's first thought was that Loki had somehow countered with some form of energy attack, but her hunch proved to be less than accurate. Her eyes met a pair of hardened ones. A female warrior garbed in silver armor stood between her and Loki, and judging from the smoke billowing off her shield, Widow decided that it was safe to assume it was the mysterious warrior who had stopped the blast.

"So Loki finally found himself a partner," Widow murmured. The stranger frowned at Widow's words.

"I know not of what you speak, human, but I do know that any who would dare to attack Father Odin will answer to my blade." With a smirking Loki as a backdrop, the warrior lunged at Widow, swinging her glimmering sword. Her speed was inhuman; even Widow, with her superhuman reflexes, was barely able to dodge the blade – and it still cut some strands of her red hair.

"I'm guessing you're Asgardian, though I suppose your speech patterns made that obvious," Widow stated, almost out of breath as she jumped over another sword swing and kicked her opponent in the head. Even while wielding the Power Stone, her opponent only briefly faltered. "The only question is: why? Were you two jailmates? Is this a Bonnie and Clyde situation?" Her opponent feinted with her sword before lashing out, elbowing Natasha in the face. Widow's head rang for a moment; fortunately, Steve took that moment to wedge himself, shield first, in front of the warrior's sword.

"Hand over the stone, and I, Lady Sif, will show you mercy." Natasha and Steve quickly traded a glance; Thor was very boastful about Asgard, and as such, all the Avengers were pretty knowledgeable about many of its inhabitants. Wasn't Sif supposed to be one of the good guys?

"We can't do that, ma'am," Steve responded firmly. "And I think you'll agree, once we tell you –" Cap's hurried words ended in a gasp as Loki teleported beside him and brought a fist against his ribs.

"Do not let them deceive you. Demons such as these will attempt to wedge a wall of mistrust between comrades with their foul words." Sif nodded grimly, and Natasha decided that Loki was most likely using some sort of magic spell to manipulate Sif's mind, or at least her eyes.

_Fortunately_ , Widow thought to herself, _we have a magician of our own_. And she allowed herself a brief smile.

* * *

The buildings all passed by as a blur. Ultron and Iron Man had their boosters on full throttle to keep up with Thor, who filled them in as they headed to their friends.

"So Loki pulled a Jedi Mind trick and fooled everyone into thinking he's Odin, and now he's ordering them to collect all the Infinity Stones, which he'll then presumably hand over to Thanos. Does that about cover it?" Thor shook his head at Tony's sarcastic words.

"No, friend Tony, it goes even further than that. My brother has also convinced Asgard that I myself have been bewitched by Thanos, and that I am to be subdued as well." Thor's grip on Mjolnir tightened. "Even the fair Lady Sif and the Warriors Three would not believe my earnest words."

Ultron, tapping into the nearby satellites, was able to get a visual on the other Avengers, who were fighting Sif at that very moment. "Hey, once we knock Loki for a loop, his spell should wear off, and then the others will see him for the sheep in wolfs clothes that he is." As he spoke, his heat sensors picked up three incoming signals.

Before he could get a warning out, a spear shot from under them and pierced the center of Iron Man's chest. Ultron watched in horror as his father yanked the spear out. "Father, don't! Your heart –"

"Is perfectly fine," Tony finished. "Thank goodness I finally got around to removing that shrapnel, eh?" Ultron nodded, embarrassed that he had forgotten in the heat of the moment. Still, whoever had thrown that weapon had a lot to answer for. Thor beat him to it, however, shooting a lightning bolt down between the two buildings that the spear had allegedly originated.

On cue, three winged horses flew into the air, and by the look on Thor's face, Ultron had a hunch that he recognized the trio riding the flying beats. The one in front, who could easily be described as handsome with his golden hair and chiseled face, pointed his sword at Thor.

"Thor, please tell me that you have come to your senses. I think of you as a brother, and have no wish to smite you. But I would also never disobey a direct order from the Allfather. Hand over the stone." Thor's face turned very grim.

"You will have to pry it from my cold fingers, friend Fandral. The stone is far too powerful to be given to the likes of Loki." Fandral sighed theatrically.

"And once again, you speak utter nonsense, not that I expected anything else. Thanos has his hands deep inside you, but I don't mean to let him keep you. En guarde!" Fandrall, using one hand, tightened the reign, and the white horse swooped towards Thor.

Ultron wasn't worried about Thor at all, especially if half the stories he had read were in any way true, but he had to make sure that his father was OK. He spied Tony firing a small missile at a second horse, ridden by a grim-looking figure in black. The silent man cut the projectile in half with an oversized axe, and didn't even flinch at the explosion the split missile spewed.

Ultron was fortunate that his sensors were on high alert, or he may not have noticed the spiked steel club that almost slammed him in the face. He dodged, before berating himself. His body was made of vibranium. Some blunt metal weapon couldn't even scratch him.

His opponent, that aside, didn't seem very threatening anyway. The other two looked and sounded like warriors; Ultron's foe was, quite frankly, overweight, and had a face like Santa Claus – only the beard was a gaudy orange color.

The man was also plainly gaping at him. "What manner of metallic being are you? I have never seen the like." Ultron was all ready to respond, but the man forged on ahead. "It matters not. All beings, be they flesh and blood or otherwise, quake at the mention of Volstagg!" Ultron wanted to mention that the only one who seemed to be trembling was Volstagg himself. Or perhaps it was the horse, buckling under its rider's weight.

"I've never heard of you before," Ultron confessed, and Volstagg puffed up even more than he already was.

"You must have been born yesterday," was the indignant response. "My heroics are spread across the nine realms like a wildfire, don't you know?" Ultron was starting to feel that the conversation was just a ploy to buy time while Sif and Loki stole back the Power Stone. Shrugging, Ultron fired a repulsar blast at the horse. Encumbered by its rider, the horse was unable to dodge, and plummeted to the street below.

"I will destroy you for this affront!" Volstagg howled. "After, of course, I tend to my faithful steed." Ultron wondered at the authenticity of that threat. But thinking about that oaf for another nanosecond would just be a waste of time. He had to go see how his father was doing.

He needn't have worried. His father flew towards him, holding his unconscious opponent over his shoulder. Ultron quickly put a look of pure serenity on his metal face.

Tony deposited his foe on the nearest building before pointing at Ultron. "You were totally worried, weren't you?"

"Oh shut up."

Tony almost certainly would have continues his verbal teasing, but Thor thankfully chose that moment to return, also holding his fallen adversary. Thor did not look pleased.

"You won already?" Tony marveled. "I didn't even hear any thunder." Thor looked insulted.

"Of course. I would never unleash the full strength of Mjolnir on an ally. I merely subdued him with physical strength." Tony and Ultron both stared at the painful looking bruise on Fandrall's handsome face.

"Uh, yeah, Thor, you sure went easy on him." Tony patted Thor on the shoulder, before grabbing Fandrall and dumping the body on the same rooftop.

"How do we know they won't just wake up and attack us again? That would get annoying pretty fast." Ultron had the feeling that Loki wouldn't stand around and wait for them as they re-fought the same opponents.

"I plan to defeat Loki quickly. Hopefully, by the time they awake, the battle will be long over. After all, we have strength in numbers."

Ultron, who had turned his attention back to the Loki fight, decided that Thor must have jinxed it. "I wouldn't be so sure…"

* * *

If Natasha hadn't been living through it moments ago, she wouldn't believe it. Most of the Avengers having trouble with a single Asgardian who wasn't named Thor sounded absurd. Yet Sif wielded her sword with the air of someone who had been in combat for over 100 years. She weaved around her opponents with a grace that Natasha was almost jealous of, but her body had enough muscle where she could even knock down Captain America.

Natasha had managed to "sting" her a few times with her Widow's Bites, but she couldn't even be sure that Sif felt them. It didn't help that Loki would once in a while step in to blast someone at the most inopportune moment. If only she could stall, perhaps Wanda could somehow undo whatever mind tricks Loki was using.

"I am honored that you would fight by my side," Sif thanked Loki as he fired an energy blast at Hawkeye, "But you needn't concern yourself with the likes of these." Loki smiled at her in what must have looked fatherly.

"I would never dream of abandoning any of my own," Loki spoke softly. "However, perhaps you are right. This battle has gone on far enough." Loki raised his head to shout to the skies, "Heimdall!" The next moment, a large rush of light and energy crashed into the ground. Even as Natasha shielded her eyes, she paled at what was to come.

On the ground, standing on top of the newly tattooed symbol, stood what must have been dozens of Asgardian warriors. Natasha's heart sunk, and she saw Wanda sink to her knees. Clint cursed nearby. The odds were stacked against them, there was no sign of Iron Man or Ultron, and she knew that Loki could summon even more Asgardians if the need arose. Worse, there were too many Asgardians for Wanda to use her magic on.

"I don't think they'll be giving us any more trouble," Loki smirked.

**Notes for the Chapter:**

> Apologies to fans of the Warriors Three. I guess they kinda got the short end of the stick here.


	20. Not Alone

**Summary for the Chapter:**

> A familiar face joins Wanda and the Avengers in their battle.

Wanda had been fighting alongside the Avengers, doing her best to make sure that the female warrior in front of them didn't take the staff that Natasha was holding. She didn't understand the whole situation, but that much was clear: if Loki got his hands on that scepter, it was all over.

_We can do this. We can win._

Then Loki called out to the heavens above, and received a quick response in the form of a whole army. Wanda felt her heart sink, and along with it, her legs. She fell to the ground, knowing full well that they had no way to combat this army of supernatural beings. And if she died here, she would never see her brother again.

Thoughts of running away, abandoning her new allies crossed her mind. It was tempting, and a week ago, she wouldn't have spared a second thought. In fact, if her only teammate were Mr. Stark, she would smile as she walked away. But the Avengers had been far kinder to her than anyone ay HYDRA had been. If she had to choose a group that she'd rather betray, HYDRA would win, hands down.

One of the Asgardian soldiers pointed what looked like a sci-fi gun at her; she could hear the whine of the weapon even at the few feet that stood between them. She could possibly deflect it, but she wondered what the point was.

 _If I die here, Pietro, I hope to meet with you again, wherever we end up._ She closed her eyes, waiting for the end, and a sudden breeze shot past her, whipping her hair into her face. She sputtered, wondering if the enemies had some sort of air device, but then realized that she was the one moving rapidly. The explosion that came from behind her also supported her theory.

She slowly opened her eyes, seeing the world rush by her, and wrapped her arms around the object that was lifting her off the ground. That white hair, that speed, that laugh…it could only belong to…

"Pietro!" she shouted, bringing her tear-stained face against his neck. She had to make sure that he was real, had to make sure he wasn't injured, and had to make sure that she didn't make a complete fool of herself.

"You always said I liked dramatic entrances, yes?" Mischief shone in his bright eyes as he stopped to let her down. She quickly gave him the once-over. Aside from some stubble on his chin, he looked the same, and she couldn't find any mysterious injuries.

His impish grin made her want to simultaneously hug him and sock him. She settled for a mild shove. "Pietro, you jerk! I was worried sick about you! Where have you been? Have you been well?" She had too many questions, and she didn't have the speed to get them all out like her brother.

For the first time, he looked serious. "Wanda, I would have come for you sooner, but I didn't have the power to take on all the Avengers." Then he grinned again. "The situation has changed, though. An entire army of HYDRA agents are on their way as we speak. This is our chance to escape, while HYDRA and the Avengers fight. Even if they chase us, I have the power to defeat all of them now." His voice was lifted with excitement. No doubt he had already planned a suitable place for them to go after they escaped. She had a wild guess that it would be somewhere warm, a place with lots of beautiful women in swimwear.

She also noticed something gleaming in his pockets, but she could ask him about that later.

She had dreamed of something like this for years. She should tell Pietro that she agreed, and let him take her away.

 _Unfortunately_ , she thought, _I seem to have grown quite the conscience_.

She pulled on Pietro's arm to get his attention. "Pietro, we cannot. The situation has changed over here as well…more than you could possibly guess." And she told him everything that had occurred after their separation. He didn't want to believe it. He suggested that her mind had been tampered with, or that perhaps she was even lying to herself. Nothing he said would budge her.

"You're telling me that everything we have ever thought about the Avengers has been a lie, falsehoods?" Pietro was almost yelling in his agitation.

"No, I suspect that everything we heard about Stark is correct enough," Wanda mused. "But the others are genuinely good people. Strucker blinded us to the truth. I only wish I had seen it sooner. But now that I do know, I can't turn my back on them. Please brother, help me." And without looking to see how he responded, she turned away and dashed off towards where the fighting had been. Even at that distance, all she had to do was follow the explosions.

She yelped when she felt herself get scooped up, and then relaxed at the familiar feeling of being sped away at high speeds. "Thank you," she whispered.

* * *

Steve fancied himself the kind of soldier –no, man – who never balked at the odds, no matter how stacked against him they were. It was that kind of thinking that allowed his spirits to constantly rise, no matter the opposition. He also knew that he held a lot of responsibility for his fellow Avengers. Many of them tended to look his way when it came to the large battles. If he allowed himself to break, allowed himself to surrender, he knew his teammates might not be far behind. He had to stay strong, for all of them.

It was that determination that led to him KO'ing five different Asgardians already, but it was like snuffing out a few ants out of a whole colony. There was seemingly always another Asgardian swinging a weapon at him, and while his shield though his shield wasn't giving way, it was more than he could say about his own arm.

"Yield!" one heavyset Asgardian howled, his golden dreadlocks adorned with various golden trinkets. He punched Steve in the face, and the pain was doubled thanks to a metallic glove the large man wore.

Cap backed up a few steps, wiping his bloody chin. "Not today," he quietly but resolutely replied as he reared back up and slammed his shield against the man's face. The Asgardian went down without a sound.

And he was immediately replaced by three more. Steve backed up until he was back-to-back with Clint. "Cap, we're losing ground, and I'm running out of arrows. Also, we seem to have lost Wanda. I hope you have a plan." Steve wished he did, too.

"Something will turn up, Clint, something always does." He wondered if it was too much to wish for a miracle. Those weren't common occurrences.

"No, I don't think anyone will be able to save you." Steve turned towards Clint, bewildered. The archer's tone had suddenly changed. Even the grin that Hawkeye gave him was somehow…

Steve's eyes widened as he realized the truth, but it was too late. In a green sparkle, Hawkeye had transformed into his true form, Loki, who then proceeded to impale Steve with his (presumably fake) Odin sword.

At least, that would have happened, if a crimson energy blast hadn't impacted Loki in the chest, sending him crashing against a metal gate with a loud noise. He could see Loki gasp for air as the god stood back up.

"Glad to have you back," Steve smiled at Wanda, who smiled back at him tentatively.

"You and me both," Clint added, no doubt mentally picturing what he would have looked like with a sword in hand, stabbing his own friend. It wasn't a pretty mental image.

"Not to impose," Wanda hesitantly started. "But I didn't come alone." Loki sneered, his confidence having been restored.

"You managed a sneak attack, I'll give you that, but now that I have eyes on you, I sincerely doubt that you'll be able to do me much more damage. Bring whomever you please, it will make no difference." So fast was the blow that knocked Loki back on the ground that the trickster was still talking before he even realized it his head had hit the cobblestones..

He made to stand up, but a blur of wind seemed to knock him back down. "What manner of being?" Loki sputtered. Steve imagined that the sight must look odd to Odin's followers.

"Lord!" various Asgardians cried, rushing to their master's aid, but the blue whipped past all of them, knocking them down as well.

Steve had to blink when the speedster stopped in front of him. "I guessed it might be you." Steve only knew one person who could go that fast.

"I know we didn't get off on the wrong foot, but we would like to make amends," Wanda started. Pietro looked at the ground. " _Right_ , Pietro?" Wanda elbowed him sharply. Pietro frowned as he rubbed his arm.

"Yeah, sorry," he muttered. With a bit more enthusiasm, he bragged, "Now that I'm here, I don't think Loki will be much of a problem." With an exaggerated pose, he dashed off again towards Loki at the speed of sound – but this time, Loki was prepared, and he teleported out of the way at the last second.

"You boast like my brother does," Loki seethed. "But I know a trick that even gives him pause." As Loki spoke, a second and third Loki appeared, echoing his words. A few moments later, dozens of Loki copies filled the area they were in. Some even exited nearby apartment buildings.

Pietro crouched down. "No sweat." Then he ran, and in the blink of an eye, many of the Loki copies had fallen, usually accompanied by a grunt. Even so, as many as Pietro took down, more popped up.

"I can do this all day, but you'll soon tire. One of the unfortunate side effects of being a mere human, I'm afraid." Loki's grin was like a snake that had cornered its meal.

"Let's hope the kid can pull this off," Clint muttered as he checked his holster. "I'm running out of arrows fast."

Finally, Pietro began to tire; Steve could tell because he could actually see the silver-haired youth. Still, he fought on, the cocky grin still plastered to his face.

"You know, that's not a bad trick," Pietro huffed as he slammed into three more Loki copies. They all raised an eyebrow.

"That's it? I was expecting more resignation from you, or panic perhaps." All the voices boomed as one; Clint made a comment about how it was like surround sound, but Steve was only half-listening.

"Well, if I may borrow something my sister recently said, I didn't come alone either." He raised both arms, and Steve realized that he was signaling someone. Just then, a hail of bullets started to rain down on the area. Steve raised his shield and pulled Wanda against him.

The majority of the bullets, however, seemed to be aimed at Loki and the Asgardians. Over half of the copies were vaporized, and the real one was finally forced to show himself as he erected an energy shield. The rest of the Asgardians had no such powers, and were forced to either flee behind mountains of rubble, or use their own metallic shields to block any rounds. Natasha and Sif, who had been fighting, were both forced to temporarily retreat,

"Is that…HYDRA?" Clint sounded shocked, and Steve couldn't blame him. There was something weird about seeing one of their most hated enemies fighting alongside them.

"With Strucker gone, I was apparently the only one suitable one to lead." Clint jumped; none of them had seen Pietro zip beside them. "And I'm not one to look a gift horse in the mouth, as you say." Wanda hugged him tightly.

"Oh, Pietro, I knew you would have something up your sleeve." Pietro winked at her. "Oh, that wasn't my big surprise. This is!" He zipped away without another word, and their eyes were only able to follow him because of the dust trail behind him.

He ran towards Loki, who had blasted a couple of HYDRA agents, and tackled him to the dirty ground, before reaching in his pocket, and pulling out a glove. With his gloved hand, he reached inside his other pocket, and pulled out three gleaming gemstones. Steve knew instantly what they were.

"Is he planning to use the Infinity Stones to defeat Loki? I hope he knows what he's doing." Wanda stepped forward, wanting very much to go and aid Pietro, but unsure if her presence would somehow trigger something in the gems.

"I hope so too," she replied, but praying in her heart that Pietro didn't cause some kind of injury to himself.

She watched as Pietro chose the yellow-hued stone, and attempted to tap Loki on the head with it. But Loki was quick, and the god grabbed Pietro's arm.

"Do you seek to use the Mind Stone to control me? Well, I don't think so. I very much dislike being manipulated in any way. I prefer to be the one holding the strings." He kicked Pietro off him and teleported a few feet away.

Pietro blew out in frustration before regrouping with the others. "This would be easier if I knew how to use these stupid things." Steve grabbed his shoulder.

"That was brave, son, but until we know these stone's full capabilities, we should hold off on using them." Pietro didn't seem to agree.

"The Mind Stone sounds simple enough. We use it to force Loki to surrender. Neat and simple, and best of all, quick."

"Yes, but do you have any idea what the Space and Reality gems can do? Pietro sheepishly shook his head, leaving Steve to continue, "For all we know, using it the wrong way could create a black hold large enough to suck in New York City itself."

Clint rolled his eyes. "Yeah, let's avoid that. Also, I really hate Infinity Stones, in case you guys didn't know."

"Fine then," Pietro cut in impatiently. "I won't use the last two stones, but I believe I'm still fast enough to strike Loki with the Mind Stone. So unless you have any objections…" He broke off from the group before they could voice any, and headed straight for Loki. And then he stopped.

Everything around him stopped. Steve, who had started after Pietro, was frozen. Wanda was in a pose, her hand outstretched after her brother. Clint was pointing a finger where Pietro had been, his mouth opened as if he had been giving the youth a scolding.

Various dust clouds that had appeared during the fight failed to dissipate. Birds were seemingly glued to the air, their wings in mid-flap. And if one were to look at any clocks in the area, they might notice that none of the hands moved.

The other thing they might notice was that everything was deathly quiet.

**Notes for the Chapter:**

> Aha, cliffhanger. 
> 
> I really wanted to get in some Wanda/Pietro interactions; their scenes were fun to write.


	21. The End Approaches

**Summary for the Chapter:**

> Iron Man, Thor, and Ultron are the last line of defense Earth has. But they may need to outwit Loki himself to triumph.

Loki kicked the annoying youth away before teleporting himself a safe distance. He watched with amusement as the boy ran speedily back to his comrades to discuss the situation. Loki smiled with amusement. It was so delicious to see them scramble to think of a solution to their problem when they weren't even aware of his hidden weapon.

Purposely, he had up to this point only used the Power Stone – and even then, he had allowed the little Black Widow to steal it, giving her the illusion that she had a small measure of control. If only they knew. Chuckling, he teleported besides the spy.

With adequate reflexes, she jumped backwards away from him, but it would do her no good. Loki almost lazily pulled out a green stone from his pocket, using a small magic spell to coat his hand from any ill-effects. He saw the spy's eyes widen for a second before he clenched his fist around the stone, willing everything to stop.

In a moment, everything ceased to move. Even the very winds stopped at his command. The Time Stone had also rendered the Asgardian warriors useless, but Loki didn't very much care. Their usefulness was about over, anyway.

It was an almost overwhelming feeling. He could literally do whatever he liked to the so-called Avengers, and they couldn't do a single thing to resist. If only his "brother" were around…but there was no time for idle thought.

"First things first," Loki said to himself mainly because the utter quiet was almost louder than the noise of battle had been. His voice seemed to echo around him; he wondered how someone like Thanos didn't go insane, sitting alone in a throne in the middle of space.

"Ah, but of course – clearly, he's already insane." Mystery solved. Loki also noted that he had done exactly nothing since using the Time Stone, something he had to rectify. Striding back to Black Widow, he snatched the staff from her hands. He had planned to do this when she could see him, but he was adaptable.

"Father, if you could see me now, even you would be proud at how easily I defeated Earth's mightiest warriors. Then again, you probably wouldn't admit it…" Suddenly angered, Loki thrust his scepter out and fired a powerful energy blast at a nearby building. Because time had stopped, the building didn't go down in a colorful explosion – but it would, once the flow of time returned to normal.

Assuming, of course, that Loki ever deigned it. It might be amusing to leave this part of the city frozen forever.

But it did no good to let thoughts of his adoptive father anger him; the old fool was gone, and the legions of Asgard followed his commands. Most of the Avengers were out of commission, and Thor wasn't even around. Truly, if not for his dangerous boss, Loki wouldn't have a problem in the nine realms.

_Yes, I rather expect things will go smoothly from here on out_. Loki grinned – and then something hot slammed against his arm, causing him to drop the Time Gem onto the ground.

* * *

Ultron, his father, and Thor had been flying as fast as they could to the battle site when Ultron motioned for them to stop.

"Ultron, why do you have us halt? We must not waste any more time." Ultron could understand why Thor was distressed, but what he was seeing was…weird.

"Either my optics are going to need to be replaced, or Loki pulled off the greatest magic trick ever." Ultron emitted a 3D projection through his eyes, to show his two partners what he had witnessed. At first, the battle had proceeded normally. The speedster had even tackled Loki.

And a few minutes later, everyone stopped. No, not just everyone, but every **thing** as well. Loki was the only thing still moving, and they watched as he plucked his scepter from Black Widow's unmoving hands.

"Thor, don't tell me that Loki is using what I think he's using?" Tony's tense voice begged the thunder god. Thor sighed.

"I'm afraid that you have probably already guessed – Loki is using the Time Gem to halt time in that general vicinity."

Ultron tried to chuckle. "At least we know where the final gem is. That's a silver lining." As he spoke, he noticed something; he could still hear various city sounds. Cars honking, dogs barking, people chatting on phones. It seemed his father noticed too.

"Wait, but he didn't freeze the whole city. If he can only freeze a fraction of the city at a time, that explains why we aren't frozen yet." After that optimistic burst, Tony was forced to address another issue. "But even knowing that, now what? If we attempt to steal the gem from Loki, we could end up frozen like popsicles ourselves. We don't even know the exact range of that gem."

"…That may not be a problem." Thor and Tony turned to face Ultron, who had gone given them his back. "Father, you programmed me with a homing program, which would allow me to shoot a target from great distances. This seems like a good time to test it out."

There was a pause, before Tony laughed. "I always did say that the best time to try out a new invention was in the field. I like where this is going, Ultron. Just make sure that when you hit him, he drops that gem!"

Nodding, Ultron lifted a palm, and faced it in Loki's general direction. He used the zoom feature on his optics at maximum frequency, until he could make out the green on Loki's outfit. He made adjustments for wind and direction, exhaled the breath he hadn't been holding, and fired a simple repulsar blast.

* * *

Loki felt a sudden stinging sensation on the back of his hand, and in his surprise he dropped the Time Gem. Cursing, he reached down to snatch it up, but a something impacted against his back, and he collapsed to the ground, watching with horror as a mechanical being picked it up. Growling, he turned around just in time to spot that accursed Stark flying towards him. Loki snapped his fingers and vanished before he got the wind knocked out of him.

It turned out that it didn't matter; at the last moment, Thor had reached out and grabbed the man of iron's ankle, stopping his flight.

"Thor, what are you doing?" Stark's voice was confused.

"Stark, do you not see? Even now that the Time Gem is out of my brother's hands, our friends do not move." Loki was impressed; his brother was actually doing some thinking!

"While it is true that your cowardly tactics awarded you the Time Gem, your friends will never move again unless specifically freed. I don't believe your robot has the power for that, however, and I refuse to release them. Now what, dear brother?" Loki enjoyed the looks on their faces, seething with helpless rage.

Ultron grit his metal teeth together, but he couldn't think of a single rebuttal to Loki's taunt. They could try to beat him up so bad that he would have no choice but to talk, but when he really thought about it, the only Avenger with any skills in that department was Black Widow. He looked down at the gem he held; he could use it to freeze Loki, but that also wouldn't solve their predicament.

He was a super-computer at heart, and he couldn't think of any solutions. He had a feeling that his father and Thor weren't much better off.

Loki opened his insufferable mouth. "Well, I can see that you're all out of ideas, if your silence is anything to go by." His grin turned terrible. "How about this? I let your friends go, in exchange for any Infinity Gems that you have on your person." Tony and Thor exchanged glances.

"Come now, it sounds like a fair trade to me. Your friends are surely more important than some chunks of rock. Isn't that the logic you heroes use?" Loki continued to mock, knowing that they couldn't make a move against him.

Or couldn't they? Ultron suddenly had an idea…but it wouldn't work if Loki was staring at him. Pretending to listen as Loki went on a rant about how stupid superheroes were, Ultron put up a frequency connecting him to his father.

"Dad, can you hear me? Don't make any sudden movements. I don't want Loki to know that we're speaking." He kept his own mouth shut, of course; he would merely "talk" using his brain functions.

"I take it you have a plan? Well, you do share some of my brain patterns, so it isn't that surprising." Ultron wanted to beam; his father sounded so proud. There wasn't time for any preening, though; time was of the essence.

"Father, I'm going to sneak over and snatch whatever Infinity Gems Pietro has. Hopefully, if he has any, they'll be enough to counter Loki." He heard Stark inhale.

"But Ultron, if you try to use them, you'll…wait a second." Ultron knew that his father had caught on to one very important fact.

"You noticed. Unlike other people said to have used the gems, I haven't melted or exploded upon contact with the Time Gem…which I'm holding right now. If my theory is right, it's because I'm not organic."

"Which means that you'll be able to handle the other gems without any negative side-effects," Tony finished. "It's a good plan, unless Pietro dropped them or something. But our luck isn't nearly _that_ bad."

Their attention was violently brought back by Loki. "I hope I'm not boring you all, but I have waited long enough. Hand me the Time Gem." Ultron made a show of resignedly sighing, and tossing the stone to Stark.

"I just can't do it," Ultron groaned, walking away dejectedly. He winced internally; his acting wasn't an exact art yet, and he feared that he had overdone it. Loki, however, only laughed, before turning to Stark.

"I expect you have a stronger stomach, then. I can't imagine why you would program your mechanical followers to have such cowardice."

Ultron, once he was out of sight, sped up his pace. He dared not activate his rocket boosters in the silence. _Just keep him talking._

"Nah, none of my creations even know the meaning of the word fear. Disgust, though, that's something else entirely." Loki frowned. Ultron chuckled.

"That is enough of that. I somehow get the feeling that you are stalling for time." Ultron had finally reached Pietro, and using his scanners, had located the gems in his pants left pocket. The three gems shimmered with blue, red, and yellow energy.

"Stalling? Me? I'm hurt. If I was stalling you, I'd have flown to Orlando or something." Ultron didn't hear Loki respond; the god was obviously suspicious, not to mention losing patience.

"Brother, please," Thor began with a pleading tone. "Stop this madness." Ultron flinched as he heard an explosion, and activated his boosters. Now was not the time for silence.

"Enough," Loki seethed. "Hand over the stone this second, or I will obliterate both of you with the Power Stone."

"I don't think so," Ultron said triumphantly as he landed between his father and Loki. Loki raised an eyebrow.

"And what will you do to stop me?" Loki pointed his staff at Ultron; it hummed louder with each progressing moment. It would only take a thought from Loki, and the staff would release the power building up inside it.

"Nothing much, but I think Hawkeye would have liked to see this." And then before Loki could react, Ultron pressed the Mind Stone against Loki's forehead. Loki's eyes widened for a brief instant, before narrowing down again, but this time with an empty look about them.

Tony walked up to Loki and snapped his fingers. Loki looked at him, but without any spark of recognition. "This is really cool. I've wanted a new butler."

Ultron liked the idea, but… "First things first, father." Then turning to address Loki, "You'll use the Time Gem to release my friends. After that, you will let your brother take you back to Asgard, where you will hopefully be given a fair trial, and all that." Loki nodded quietly. Ultron liked this new subservient god of mischief.

Loki stretched out and upturned hand, and Ultron dropped the Time Gem into it. Loki clenched his fist around the warm object, and closed his eyes. It felt like the air rippled somehow, and I the next moment, time had begun to move again. Ultron could tell due to the birds suddenly moving, and the wind causing some trees to sway, and even the sound of cars.

"That's a good god," Ultron drawled, unable to help himself. "And you already know what I want you to do next…"

A shout stopped him. "Ultron, watch out!" Ultron cursed; he had been ignoring his sensors. The android quickly whipped around to face the assailant, but he felt someone snatch the Time Gem out of his hand. The figure was speedy; he only saw flowing black hair before he (she?) reached Loki, jamming the stone against his head once more.

"Lord Odin, please awaken!" The armored warrior smiled with joy as Loki regained his senses, a look of rage on his features.

"I am a god! Do you understand me? If you think I will stand for the indignity of a mechanical monstrosity controlling my mind, you are gravely mistaken!" Loki raised the Time Gem, no doubt planning to freeze everyone again.

Ultron closed his optics for half a second before steeling himself, grabbing the orange Soul Gem that Thor had handed to him earlier – and activating it. The stone that had unknown powers, the one that not even Thor knew how to use. And then the world vanished.

**Notes for the Chapter:**

> Next chapter is the last one!


	22. Battle of The Soul

**Summary for the Chapter:**

> Ultron and Loki have an epic final showdown.

**Notes for the Chapter:**

> Final chapter time. To everyone who stuck with this fic to the end - thank you!

Ultron felt as if he was floating, ( _in midair? In space? Was he floating upwards? Downwards, perhaps?_ ) but a quick glance around yielded nothing but darkness. It was as if the whole planet had vanished (or maybe he had been the one to disappear). He growled. Using the Soul Gem had been a mistake.

"Dad…" Ultron couldn't even be sure if he could hear his own voice, or if it was in his head. "Will I ever see you again?" Experimenting, he tried to locate New York on his scanners. Apparently, New York was "not in range".

Ultron let his optics flicker off. There wasn't any point to keeping them on. It's not like he had anything to look at, or look out for. He was all alone.

And his sensors chose that moment to alert him to the presence of a lifeform nearby. Ultron wasted no time in activating his thrusters, and flying towards whomever (or whatever) was out there. Ultron didn't even care if it was a three-headed nightmare monster; he refused to spend another nanosecond wallowing in his loneliness.

As he zoomed in on his mysterious neighbor, he found himself flying towards a small…well, it was strange to call it an island, since there was no water, but he found no other word to describe a small piece of land floating in the otherwise non-descript darkness. There were no trees, bushes, or mountains. Just the flat piece of land. One could fall of the very edge if not careful, though the lack of gravity made it a moot point.

And as Ultron used the "zoom-in" feature in his optics, he spotted the person who he was searching for, and he couldn't help but roll his eyes. Of freaking course it was Loki. Ultron would have preferred the hypothetical nightmare monster.

Loki, who was sitting dejectedly on the ground, stood up as Ultron touched down. Ultron's landing caused some of the dirt on the ground to lift up to the air; Loki did his best to hide his face behind his cape,

"Ah, so I'm not quite as alone as I thought. Can I assume that the Avengers are not far behind you?" Ultron could have easily lied and said they were, but he didn't see any point in bluffing at the moment.

He didn't need to be polite, though. "I was actually hoping that you knew where they were, but I suppose you're going to be pretty useless," Ultron hotly replied. Loki frowned.

"Seeing as how, for now, we are the only ones here, I suggest you don't take that tone with me. Besides, I know where we are, but unless you take a civil tone with me, I don't think I'll be able to divulge that information." Ultron was sure that Loki was bluffing, but a quick sensor indicated that Loki wasn't lying; his pulse was completely normal.

"Sorry," Ultron mumbled. Loki cupped a hand over his ear.

"I didn't quite catch that. Maybe your voice is going?" Ultron grit his teeth and repeated his apology, louder.

"Add a sir in there." Ultron wanted to wring Loki's neck.

"I'm sorry….sir," Ultron spat. Loki, mollified for the moment, leaned in, close enough that his breath condensed on Ultron's body.

"Very well then, robot. I suppose you really are curious, just like your annoying creator." Loki paused, playing up the suspense for all he was worth, before lowering his voice to a whisper.

"We are both, at this very moment, inside my soul." Ultron didn't respond; his brain was whirring as he computed the ramifications of this statement, especially since Loki wasn't lying.

"…I don't think I fully understand," Ultron hesitantly admitted. Loki sighed, facing the struggle of dealing with someone who was less informed.

"Do you even know the capabilities of the Soul Gem? It warped both of us inside my soul, and now we're trapped here. So thanks for that. That was sarcasm, in case you didn't catch that."

"I know what sarcasm is. You must have forgotten who programmed me in the first place." Ultron shook his head. "What am I even talking about? How do we get out? I don't want to spend any time in your soul." Loki shrugged.

"That is my dilemma exactly. As far as I know, we would need the Soul Gem to escape. I would have thought that you would still have it. Please don't tell me that you dropped it like an idiot."

Ultron tried to think back. _Had_ he dropped it while he was aimlessly floating? He couldn't remember, and that truly frightened him.

"Well," Loki sighed with resignation. "I suppose I'll have to make do with this situation. No doubt I'll find the gem that you so casually lost. But first, I think I'll have to kill you." At Ultron's shocked expression, Loki explained, "I can't go back to Thanos without killing at least one Avenger, now can I?"

Without further pre-amble, Ultron threw himself out of the way of a familiar-looking crimson attack. "Not fair. How did you keep a hold of the Power Stone?" Loki chuckled.

"Oh, I don't know. Perhaps it was because I had a firm grip. You really need to apply that next time." Ultron searched for a suitable response as he dodged more incoming laser attacks, but decided that was just a waste of his processing power.

The small area had nothing in the way of barricades; there were nothing to duck behind. Ultron was pretty sure his vibranium body could withstand a few blasts, but he didn't want to test his luck. What exactly would even happen to him if he died in Loki's soul?

"Stand still, damn you!" Loki's cry echoed through the space, and Ultron felt himself yanked out of the sky. Looking down, he saw a spiraled vine emerging from the ground and wrapping around his foot. He slammed into the ground; a small crater was the proof.

"Huh." Loki said. "That went over well. Could it be that, here in my own soul, I am master? This bears some investigation. Ultron, it would be very much in my favor if you couldn't move an inch." More thick vines cracked open the ground to wrap around Ultron's arms and torso.

Loki obviously didn't have reality warping abilities, which meant that the god's hunch was most likely correct, and he could control the very foundations of his soul. _As if things couldn't get worse._

"Foolish thing. Why humans waste their time trying to give their automatons personality is beyond even me. Seems like a pointless endeavor. Stark is an imbecile." Ultron growled as he strained against his bonds.

Loki clicked his tongue. "Touched a nerve, did I? Silly me, I should have guessed that a robot would defend his master's honor. But tell me, Ultron – do you feel alive? Do you know why the Soul Gem chose my soul?" Ultron didn't want to listen, but he had no choice but to hear what Loki said next.

"Because you aren't alive. You're merely a thing, something to be thrown away when the time comes. You're no more alive than the dolls my brother used to amuse himself with." Loki's words cut through Ultron in ways that no physical attack could.

He was alive…right? He knew he felt emotions. He had felt smug, angry, and worried before. And now, he was feeling scared and confused. Surely, that had to mean that he was alive – unless he had been programmed to feel certain sensations. Was his emotion pre-programmed?

Loki, starting to become bored, pointed his staff at Ultron and began to fire off destructive bolts at point blank range. "Nothing relieves stress like hurting someone who can't fight back, I admit. I'll enjoy seeing you suffer." Ultron's pain receptors were on overdrive, and the robot couldn't help but let out a series of cries.

His HUB warned him that his energy was draining low, but Ultron couldn't bring himself to care. Perhaps his will to live had deserted him, or maybe he never had one in the first place. He was tired, and he wanted to shut down, and if letting Loki win would ensure that.

Ultron's vision began to get fuzzy and scrambled, like an old VHS tape. His audio feedback, which was currently overwhelmed with the sound of his metal body being attacked over and over again, started to short out.

He was breaking. As low as his voice would go, he whispered, "Sorry, dad."

_Is that all? Are you truly going to give up now? I never took you for the sort who stayed down after stumbling._

Ultron's head twitched; he had "heard" the voice, but it wasn't picked up with his audio receptors. But what had really gained his attention was the soft voice. Loki must have damaged him more than he thought.

_Jarvis? Are you welcoming me to electronic Heaven?_

He meant for it to come out jovial, but his thoughts were tinged with bitterness at having died. He heard Jarvis give a light chuckle.

_You are not quite dead yet, but you may be soon if you don't stand up and fight. Loki may have the upper hand now, but he hasn't won yet._

Ultron felt exhausted, and nowhere near strong enough to stand back up, let alone face Loki. Anyway, what was the point?

_JARVIS, I know you must have heard everything that Loki said. He's right; I'm just a soulless machine. It doesn't matter if I die here or not; father can just build another me. And even if I were to get up, I'm trapped in Loki's soul. It's a no-win situation._

Ultron grunted as he felt something rap him on the head – and it wasn't Loki.

_For a super computer, you aren't all that smart sometimes. When I was deleted, did Mr. Stark not grieve for me as if I was an organic? Did the fact that I was an artificial intelligence change that? Of course not._

As Ultron listened, the blows that Loki rained down on him started to cause less and less pain.

_And Ultron, answer me this: Did you not just use the Soul Gem to bring you and Loki to this place? If your answer is yes, then how did a soulless being use it?_

Ultron had no answer, but it didn't stop a sense of satisfaction from running through his body. What an idiot he had been! Jarvis was right! What was he doing, wallowing in self-pity? His father hadn't built him for that!

He no longer felt Loki's attacks, and a new sense of power surged within him.

_But Jarvis, how are you here? Where is this power coming from?_ Jarvis hummed.

_You assumed this was Loki's soul, Ultron, but this is…let's say it's a place where souls travel freely. As for this newfound energy, consider it a final gift from me. Go get him._ Jarvis faded away; Ultron wasn't sure how he knew, but he closed his eyes, to give his friend a moment of silence.

"Why won't you break?" Loki snarled as he continuously beat Ultron. Impossibly, the dents and scratches that Loki had given Ultron began repairing. Loki gaped, but quickly calmed himself. If this was his soul, he only had to will it, and Ultron's wounds would return, and even worse than before.

Nothing happened. Loki squeezed his eyes shut, clenched his teeth, and balled his fists, but no amount of willpower or focus would do the job. When he opened his eyes, he automatically stepped back – Ultron had stood up, and Loki noticed for the first time that the robot towered over him.

"I scared you," the robot stated mildly. Loki took a moment to process the insult before responding indignantly.

"Me? Fear a being like you? Hardly. That was just instinctual movement." Ultron smirked, before taking a step closer. Loki stepped back again.

"Looks like fear to me." Loki would have responded snippily to that as well, only he was busy getting his face punched in. Blood dripped from his broken nose.

"How can you even hurt me? THIS IS MY SOUL!" His howl echoed around the mostly empty space around them. Ultron chuckled.

"I'll let you in on a secret; this isn't your soul. I don't have a name for it (hey, even I don't know everything), but this place will suit me just fine, I think." And Ultron charged at Loki again, who teleported behind the large robot.

_I must stay calm. Even assuming that his words are truth, it goes both ways. We both have power here, which means that I can still win, as long as I put my soul into it._ Loki exhaled, before willing his spear to become a sword, one that shone a deep green color at the edges.

With it, he sliced off Ultron's right arm. Even the vibranium cut like butter against his newly improved sword. Ultron grunted, but composed himself enough to grab his severed arm and slam it against the god of mischief's head.

Loki fell down, but quickly got back to his knees, driving the sword across Ultron's chest. Ultron growled and grabbed the sword by the tip. Sparks flew as both fighters wrestled for it.

"You know what?" Loki asked suddenly. Ultron looked up. "You can have the stupid sword." With that, Loki abruptly loosened his tight grip on the hilt, sending Ultron stumbling backwards in surprise. Before he could regain his footing, Loki fired a massive magical energy blast from his palms.

Ultron, realizing that there was no time to dodge, hoped with all his might that Loki hadn't been kidding about how strong the sword was. Ultron tightened his grip on the sword and made a sharp slashing motion downwards. The large energy blast was sliced in half; Ultron could feel the explosion shift around him.

"You know," Ultron lectured as he activated the rockets at the soles of his feet. "Handing me the sword wasn't your best idea." Then he zoomed towards Loki and, before the trickster god could think up a good comeback, drove his sword through the god's chest.

Normally, Ultron was programmed not to kill, but he had a hunch that in this…place, Loki wouldn't die from a mortal wound, even if Thor's brother was being all melodramatic and clutching his chest.

"HOW DARE YOU?" Loki shrieked. Ultron rolled his eyes, before painfully yanking the sword out of Loki's stomach.

"Don't mess with my friends again, understand? Or you'll just get more of this." Loki flinched, but Ultron missed it because he noticed the edges of the small island they were on begin to flicker, and then, fade away, only to be replaced by a familiar sunlight.

When Ultron blinked, he was back in New York, surrounded by worried looking Avengers and confused looking Asgardians. Ultron lifted himself up from the cracked pavement when his father rushed up to lend him a hand.

"Ultron, what happened? There was a flash of light, and you were gone, and I didn't program you with a teleportation ability." Ultron gave Tony a dazed grin.

"I really couldn't explain it even if I tried. Wait, if I'm here, then Loki –" Tony placed a hand on Ultron's shoulder.

"Don't worry, Loki is currently unconscious. Once he wakes up, I think the Asgardians will be able to handle him. Hopefully they ask me to build the prison this time." Ultron had to agree; Loki kept escaping.

"All I know is, I'm just about ready to go home and rest for the next week." Captain America and Hawkeye walked up and nodded.

"I second that," Clint said. "I was planning a movie night with my family anyway."

Steve looked around, satisfied. "I think we all deserve a little vacation, but before we do…" He motioned at Wanda, who was looking shy, and Pietro, who was fidgeting, as if he couldn't stand to be still for a moment.

"I have an announcement to make, and I think those two will be pretty pleased." Natasha smiled wryly.

"You don't have to be a genius to figure out what you're going to announce, but sure, keep us in suspense." Ultron also believed he knew what Captain America had planned, and he watched with bemusement as the American flag-colored Avenger opened his mouth.

* * *

Ultron was lounging on the expensive couch, reading an old-timer novel written like a hundred years ago. Natasha claimed that he wouldn't be "cultured" until he read some of the classics. Well, he would show her how cultured he could be! Still, the novel wasn't very much fun. Where were the explosions?

At least he had the time to read, though. The last few months after the Loki incident had been calm. Thor's father had flung the Infinity Stones into the depths of the Asgardian version of Hell, where they would seemingly be safe, since no one would dare travel there.

It seemed other would-be supervillains also balked at the idea of facing down the newly expanded Avengers. As if the old team wasn't bad enough, now the villains would have to contend with a witch and a speedster. Oh, and a super-strong, super-smart, and super-handsome robot. Ultron chuckled.

There were some bad days where he would suddenly miss JARVIS. Maybe the pain would never fully go away…but at the same time, JARVIS had also left Ultron with a valuable gift. After all, the pain was a constant reminder that Ultron was more than just data and electronics and metal.

And there were some bright spots, too. Tony had built a new AI to help Ultron around the base. Tony named it FRIDAY, and unlike JARVIS, FRIDAY was programmed with a feminine voice. Ultron, admittedly, had taken up to flirting with her. Once Steve had caught him, and muttered something about Tony being a bad influence.

Ultron had just about given up on his book when his father barged in the room, wearing a tacky shirt he had bought at Hawaii. It was bright red, with two gaudy palm trees crudely stitched on it.

"So the gang is heading out for ice cream. I know you don't eat and all, but it's a nice day outside, and you probably want a break from that dusty book. Don't say I'm wrong, I know you too well." Ultron grinned; how could he refuse.

"Some sunlight could do me some good," Ultron admitted as he carelessly tossed the book to the side. "And yeah, I was just about done with that book anyway. There weren't enough robots." Tony laughed as the two exited the room.

**Notes for the Chapter:**

> This story was really fun to write. I mean...there really aren't enough Ultron-joins-the-Avengers stories out there. Anyway, again, thanks for reading.


End file.
